Good morning, ladies and gentlemen. I open the annual shareholders meeting of Continental Aktiengesellschaft. Welcome to the conference center here in Hanover. This year, we will have an in-person ASM once again, and I'm delighted to be able to welcome you into the Kuppelsaal. Our shareholders and shareholder representatives of the media and all interested viewers, audience, and participants. As the Chairman of the supervisory board, I am, according to the articles of incorporation, responsible for chairing this meeting. I would like to welcome several former board members who have sat down here in the front row. I'm delighted to see Mr. Lerch, Mr. Setzer. We're delighted to have you here. I'd also like to warmly welcome our notary public, Dr. Florian Hartl, who you will probably remember from prior years here on the stage.
He will be taking the minutes of the annual shareholders meeting. If there is anything that you would like to be taken down in the minutes, you can do this at the notary's desk. You can find this from your perspective to the left-hand side of the stage. Our ASM, as usual, will be streamed live in full length in both German and in English on our website, and it will also be broadcast in the investor portal. Anybody who would like to follow the live stream on the website, the investor portal, and who is doing so is not deemed in a legal sense to be a participant in the ASM. With your rights, I would like to refer you to the information that you will have received in the invitation and also in the other documents available on the website.
The comments I'm about to make relate to the people who are here in person. The attendance area is the area which you entered after going through the security checks, including the corridors and also the toilets. What happens here in the hall and will be shown on the screens in the attendance area and also in parts of the area of attendance there will be CCTV, and this will be deleted at the end of the event. The convening of today's ASM was sent out by the executive board with the agenda and also the proposals on the 24th of March this year and was announced and was published in the Federal Gazette. It was also made available to the media for Europe-wide publication.
Since it was convened, it has been available on the website of the company, which according to Section 125 of the German Stock Corporation Act, was published accordingly. All of the documents which need to be visible to the shareholders since the convocation of the ASM have been made available to the public on the website of the company. According to the legal provisions, during this ASM, all documents will remain accessible on the company's website and can also be viewed in the attendance area at the info desk in the foyer on the tablets which have been made available there. I therefore announce that today's ASM was convened in accordance to the articles of incorporation and German Stock Corporation Act. For the minutes, I'd just like to point out that all members of the supervisory board, with the exception of Ms. Hartwig, are present today.
The executive board is represented in full. On the 23rd of April 2026, the report from our CEO, Christian Kötz, was published on the website of the company. This has presented you with the opportunity prior to the ASM to have a look at the topics that will be addressed today. The attendance list is currently being prepared, and the attendance will be announced to you before we start with the plenary. The register will be kept electronically, and it will be updated constantly and consistently made available to you. You can have a look at this on the terminals next to the desk where you make requests for the floor in order to do this, you need to scan the QR code, which is on your ticket on the terminal.
Ladies and gentlemen, I would now like to tell you about the schedule and the agenda for the ASM today. We will have one general debate, one plenary session, this will take place following the reports of the CEO of the current and previous fiscal year. After the discussion and after we've answered your questions, we will have one voting process to decide on all of the proposals for items on the agenda two to 13. The result of the vote will be calculated by means of the subtraction method, which means that you do not need to do anything if you want to respond with yes to the proposals.
If, however, you would like to vote against them or if you would like to refrain from voting, an abstention, we will use tablets in order to get your votes. Please bear in mind that if you use the investor portal for this, your vote or your abstention will not be counted. You need to use the tablets here in the presence area in order to be able to use this. The votes for organizational reasons will only be taking place here in the hall itself and also in the main floor and also in the side corridors, but in the room. If you would like to cast your vote here. What will happen is you will hear a sound. You will have heard this at the beginning of the ASM, and you can also hear this from the toilets and from the corridors outside.
I will just play it again so that you know what it sounds like. Of course, the subtraction method can only work if we are able to precisely calculate the attendance today. This means we need to know how many votes are represented at the point in time of the vote during the ASM. This is why we ask that if you leave the attendance area and the ASM before it concludes or before the vote takes place, please make sure that you present your ticket at the exit, because only then can we calculate how many people are actually in attendance and update it accordingly. If you do leave the ASM before the end, you can ask a representative to cast your votes. You can give your voting rights to another person here in attendance or to one of the shareholder representatives to a proxy.
In order to do this, please ask our employees here at the exit points for more information. Using the investor portal after you have left the attendance zone here and left the ASM, you are no longer able to cast a vote or to issue proxies. I'd like to point out that proxies can only be given up until the point when the vote begins, which is why it's best to do this before the plenary session concludes. Please bear in mind that the shareholder representatives appointed by the company can only exercise the voting rights in correspondence with the instruction that you issued to them. Ladies and gentlemen, if during the plenary session you would like to take the floor, then please go to the speaker's registration desk.
Here you can register your request for the floor and also please state what the topic will be so that I can make a decision as to when you will be given the floor. If you would like to make a request relating to the rules of procedure, please let us know accordingly. I'd also like to point out that outside of the press zone, it is not permitted to take pictures or video recordings. I ask that you adhere to this rule. Furthermore, I would like you to switch your mobile telephones to silent here in the hall. Ladies and gentlemen, we will now begin with the agenda. This was decided on in the draft proposal on the 24th of March 2026 in the Federal Gazette and also on the company's website.
I'm referring to the content contained therein, and we'll start with item on the agenda number 1, sorry, documents for the annual shareholders meeting. This relates to the consolidated financial statements for Continental Aktiengesellschaft as of the 31st of December 2025. It combines the consolidated financial statements from the same key date, the combined management reports for the group and the company, the report of the supervisory board, as well as the proposal of the executive board on the appropriation of net income. There is also the explanatory report of the board for information according to 298 A and 315 A of the HGB, the German Trade Act.
The final auditor PricewaterhouseCoopers GmbH with a branch in Hanover has audited the annual and consolidated financial statements as well as the combined management report of the company. PwC in all cases confirmed this with unrestricted confirmation remarks. The audit committee and also the supervisory board met with the auditor of the financial statements and listened to any explanations about individual points. The supervisory board with the financial statements, the consolidated financial statements and the combined management report subjected it to its own audit as well as the audit and the founded recommendations of the audit committee in its meeting of March 18th, 2026, where it was approved. According to paragraph 172 of the Stock Corporation Act, the annual financial statement of Continental AG is adopted.
The audit committee and the supervisory board also examined the report from the board of management about relationships to connected companies and the dependency report and also the final statement. The auditor again examined the dependency report and confirmed it without any reservations or restrictions. Ladies and gentlemen, I would now like to come to my report about the activities of the supervisory board in the fiscal year that has just finished.
It was a special year for Continental, for the automotive industry, and for me personally as well. As you know, this is my final annual general meeting as chairman of the supervisory board. My term of office ends today after more than 16 years in this position. I therefore hope you will forgive me if today I look back not only on the past fiscal year, but also on the year 2009. Back then, as you'll recall, we were all still reeling from the shock of the banking crisis. It was a challenging environment for Continental as well. All signs pointed to a crisis. The discussion on the supervisory board was correspondingly lively, and there was a heated debate over the right course of action. In the end, the key decisions turned out to be the right ones, luckily.
With a little help from favorable economic conditions, the company's fortunes began to improve starting in 2010. In fact, they improved significantly. Continental has continued to evolve into a systems supplier, a specialist in modern mobility, and a leader in safety, digitalization, and high-tech. Our customers, that's the car manufacturers, appreciated that, and so did the markets. For a long time, Continental was a stock market favorite, I want to say, until the summer of 2018. That was when, at the latest, the first major turning point began to emerge. Global demand in the automotive market plummeted. At the same time, the cost of raw materials rose. Continental, however, had already adjusted its workforce to accommodate growth. More and more resources were needed for new technologies, for digitalization and software, and of course, for the new powertrain systems.
At the same time, the internal combustion engine, as you all know, came under increasing fire, which led to significant declines for us. Even back then, it was clear this was no ordinary economic downturn. It marked the beginning of a new trend in the markets driven by political intervention and by technological disruption. COVID and the war in Ukraine have further accelerated this trend enormously. Anyone looking back today must therefore realize everything has changed. One thing is certain: the rules of yesterday no longer apply. The global automotive industry is undergoing what is arguably the greatest transformation in its history. If you want to keep pace with this change, you need to be one thing above all else, fast. Speed and flexibility are more important than ever before, in addition to cost efficiency, of course, and innovative strength. Conglomerates no longer stand a chance in this environment.
What was an advantage 16 years ago, that size and diversification, has since become a disadvantage. Outside the automotive industry, this trend had already been evident for some time. For several years now, highly specialized and focused companies have had an advantage here as well. They drive innovation with a strong focus on performance, they set the pace in their markets. Agile speedboats instead of sluggish tankers, modules instead of monoliths. This is exactly what Continental has been preparing for over the last few years. Step- by- step, the various group sectors of the company have been prepared to operate independently. Today we can say with Aumovio, the former automotive group sector has become a new strong player in the market, ideally positioned to address all key future trends.
ContiTech will leverage its strength in the industrial business, while Continental itself as a pure-play tire company will be optimally positioned both technologically and economically. Taken together, these new specialists, I am sure of it, they will create more value for all stakeholders than would have been possible together. This was already evident in the weeks leading up to the war in the Arab world. I am convinced that this trend will continue, in part thanks to ContiTech's future. Transformation creates new value. Ladies and gentlemen, for all stakeholders. Yes, that's right. Jobs have been cut. However, this step had long been necessary to remain competitive. We have minimized this loss as much as possible, and we have mitigated the consequences in individual cases as much as possible as well.
On the other hand, however, and this is crucial, I believe that those who work for the new focused companies that have now emerged from Continental are better secured for the future than they were before. That requires not only businesses, but also political decision-makers to finally change course. Otherwise, we risk the long-term deindustrialization of our region, our prosperity, and our political stability. Even today, their foundations are visibly eroding. Not just the foundations of bridges and roads, schools and public buildings. We can stop this trend if we make a lot of fundamental changes very quickly right now. Three examples. First, when we finally stop just talking about cutting red tape and actually significantly reduce the burden on businesses, regulating only what is absolutely necessary. Second, if we place greater emphasis on the concept of achievement, particularly in the areas of schooling and education.
This is the only way we can maintain and increase our prosperity in the long term. And third, if we adopt a more flexible approach to energy and climate policy. In addition to renewable energy, we must also utilize other technologies that are cost-effective and will help our industry regain its competitiveness on the global market. Overpriced energy leads to de-industrialization in the long run and does no one any good. In all these areas, and many others, the focus must be on facts and performance, just as it is in the business world. They, too, must evolve into high-performance organizations. It seems to me the societies in which we live must do the same. Anyone familiar with German companies knows that this can be done. Continental is the best example of this.
For over 150 years, even through major crises and turning points, the company has consistently demonstrated its remarkable resilience. The odds are good that this will be the case again. Personal mobility by car is here to stay, and so are the four tires that go with it. There is one more thing that gives me confidence as I hand over the reins today. The supervisory board has succeeded in securing a woman with exceptional expertise as a candidate for the chairmanship. Ms. Soussan, you bring over 25 years of experience in the automotive and transportation industry, and that experience has made you the ideal candidate to chair the supervisory board. You served as CEO of Siemens Mobility and held other senior positions at Siemens VDO and previously at Continental.
Most recently, you led the French group SUEZ as CEO and chair, and you are a member of Henkel Shareholders' Committee. You are standing for election to the supervisory board at today's annual general meeting. Following that, at its inaugural meeting, you will stand for election as chair. Perhaps I might ask you, Ms. Soussan, to say a few words to the shareholders as well.
Shareholders, members of the supervisory board, Professor Reitzle. Introducing myself to the annual shareholders meeting today is something which is extremely important to me. Before I do so, however, I would like to extend a thank you to Professor Reitzle for his kind words, but also because over the last few months, I've been a member of the supervisory board and have also learned a great deal. Professor Reitzle, 16 years as Chairman of the supervisory board, you have helped shape the company with determination and foresight. That requires not only the will to lead, but also courage. Acting rather than reacting. For that, you deserve our gratitude and respect. Today, Continental is a different company to the one it was 16 years ago.
You laid the foundations and set the course for this. This is something which we as the supervisory board will build upon in the years to come. Again, thank you very much for this. Ladies and gentlemen, as you know, I was born in France. For my entire life, I've had an interest in technology. This is why my CV has a technical background, and I'm enthusiastic about anything that moves. Once I started with engine development at Renault, I switched over to Siemens, where I spent 22 years. Many of these years were spent in the former automotive division of Continental, and here I learned and changed a lot. My work's always involved in, into national travel, and for my long time in Germany characterized me.
Much so, in fact, that a number of years ago, I acquired German citizenship and even got married in Germany. My daughter was in fact born here. Now we're going full circle, and I'm back at Continental. The election to be the Chair of the supervisory board of Continental is something which would be an honor for me and also an obligation, an obligation to the company, its shareholders, and also its employees. Over the last few months, I've been using my time quite wisely in the supervisory board. I have visited different sites and factories, and here I've spoken with a number of different people, and I have learned a great deal as well. In Germany, when in Hanover of course, in Korbach or at the Contidrom, which is a test track here just outside of Hanover.
In China, in Portugal, and in the U.S. Everywhere I went, I was impressed by the technology, the quality, and the innovation. Most of all, I was impressed by the people, the passion of the teams, and the shared Continental spirit. This gives me extreme cause for optimism for the future. Continental is at the start of a new phase as a focused tire manufacturer, one which will play a significant role in shaping the future of our industry. What's my role? How do I see it? I will build on what has already been achieved and support Continental on its journey toward a successful future. With a clear vision of Continental's medium and long-term potential. This is very important. A strong supervisory board is an important partner for corporate success.
I aim for supervision that challenges and supports, that oversees and connects, and that stays close to the business without losing perspective. Here you need a clear understanding, and this is why I'm looking forward to a close dialogue with Mr. Kötz and the entire executive board, and also to the employee representatives and first and foremost with you, our shareholders and investors. What do I bring to the role? We can see every day that markets and business models are changing. We are seeing more and more geopolitical challenges, and we need responses to them. My years of international experience will help me in this regard because I have experience, lots of international experience in a number of different industries, coupled with an understanding of technology and a true enthusiasm for new technology and sustainability. Complexity cannot be an excuse.
Change is something completely normal. I've helped to bring about change in a number of different companies such as Siemens and SUEZ. A successful change requires courage, dialogue, and also patience. I've acquired a lot of operational experience as an operational manager, as a CEO, and also as a supervisory board member. This broad-based view enriches my work. One thing is particularly important to me, a great appreciation for modern governance, and this includes co-determination, which is a true strength. One thing is particularly important to me, making a contribution to the further development of people so that they can realize their poten- and unlock their potential, and to ensure that the right people have the right effect in the right places. This is an essential part of modern supervisory board work.
Ladies and gentlemen, making a successful future possible, this is the standard that I set myself for Continental, for everybody who works here, and for you, the shareholders. I'm looking forward to this task, and I am looking forward to working with all of you. Thank you very much.
Thank you, Ms. Soussan. Of course, I won't say goodbye today without expressing my heartfelt thanks, first and foremost to our anchor shareholder, the Schaeffler family. Maria-Elisabeth and Georg Schaeffler have consistently supported us through the turbulent times of recent years with great dedication, expertise, entrepreneurial foresight, and above all, unwavering loyalty for this company. For this support, I would like to say from the bottom of my heart, thank you. I would also like to thank my colleagues on the supervisory board. As I just mentioned, discussions are always part of such a body, especially in times like those we've been through together. I've always found these discussions to be constructive, and above all, I could always be certain that in the end, we will find a solution that moves Continental forward. For that too, my heartfelt thanks. I would also like to thank our executive board.
Together they have not only laid the groundwork for a successful future for Continental's businesses, they have done so under extremely difficult conditions. This development has required the highest level of commitment, determination and perseverance, as well as reliability and openness in personal interactions. Mr. Setzer and his colleagues have brought all of this to Continental. For this, they all deserve our thanks, especially you, Mr. Setzer. Personally, I would like to thank you for your incredible determination. I do not want to go into detail as a function of the major manager of the chip crisis, but that was very impressive to me, especially when you took on over as CEO, the chip crisis started, and without you things have not gone as they did. Thank you very much for your commitment there. I would also like to thank the new CEO, Christian Kötz.
During this challenging period of transformation, you not only kept Continental's tire business on track, but you've also led it to new successes. Unfortunately that was not uncovered by the media. Building on the expertise you have developed over nearly 30 years, you have made the company even more global and efficient that you now lead a highly focused and extremely profitable organization. For this, I wish you and your team all the best from the bottom of my heart. I would also like to express my sincere thanks to you, the shareholders of Continental. I know that many of you have been with us for many years. You have weathered the ups and downs alongside us.
The fact that you are standing by our side once again and supporting our transformation journey with such determination proves once more that Continental is on the right track and remains a worthwhile investment, even if in the long run, change will be the only constant. Exactly what these changes will look like and exactly what they will require of all of you is something no one can know in detail today. Of course, there have always been changes for my generation as well, but not at the pace and on the scale we see today. Recent geopolitical developments in particular show that even long-standing certainties can be shaken very quickly. To everyone who will be accompanying Continental on its journey ahead, both within and outside the company, I would therefore like to conclude by sharing a quote from the poet Saint-Exupéry: "You shouldn't try to predict the future.
You should make it possible." Ladies and gentlemen, making the future possible, that was also the goal of the in-depth discussions that once again shaped the work of the supervisory board last year during our eight regular meetings, three special meetings, and our strategy meeting, which we held in conjunction with the regular September meeting. These discussions continued during committee meetings as well as outside of formal meetings. As you can see, the supervisory board has worked closely with the executive board. It has carefully monitored the executive board's work and has always been available to offer advice. The supervisory board was involved in all major decisions at an early stage. This included business development, strategy and planning. It also covered key events, opportunities, risks, and compliance issues.
As chairman of the supervisory board, I was also in regular contact with the members of the executive board, particularly the CEO. We discussed current issues and developments at the company with them. In accordance with a recommendation of the German Corporate Governance Code, I continued to discuss matters specific to the supervisory board with investors during the 2025 fiscal year. At each regular plenary meeting, the executive board provided the supervisory board with detailed information on the groups and the individual group sectors revenue, earnings, and employment trends, as well as on the company's financial position. In this context, U.S. customs policy, market developments in China and geopolitical developments and their impact on our company played a particularly significant role.
In addition, the executive board briefed the committee on the situation in the group's key procurement and sales markets, as well as on the performance of Continental AG's share price. In addition to the executive board's regular reporting, we have prioritized specific areas. These included, first, the spin-off and initial public offering of Aumovio, which we successfully completed on September 18th, 2025. Second, the sale of the Original Equipment Solutions business area, which took place on February 2nd of this year. Finally, the planned sale of the ContiTech group sector, which is currently a major focus of the supervisory board. We received regular updates on all of these matters and took the necessary decisions. Another important issue concerned how to handle potential claims against former board members and executives in connection with the manipulation of emissions data for vehicles from certain manufacturers, better known as the diesel issue.
After extensive deliberations, the supervisory board has concluded that entering into a so-called liability and coverage settlement is in the company's best interest. We intend to bring this matter to a close. We also need your approval for this, ladies and gentlemen, and we will put the settlement to a vote under agenda item 9. The supervisory board also regularly addressed the issue of strengthening risk management and the internal control system. Quality management and the technical compliance system were also regular topics of discussion at supervisory board meetings. Special attention was given to personnel changes on the executive board and the supervisory board. As announced at the annual general meeting a year ago, Dr. Ariane Reinhart stepped down from the executive board effective June 30th, 2025. She has been succeeded by Ulrike Hintze.
She has been a member of the executive board since July 1st, 2025 and is responsible for the human relations division. Ms. Hintze also serves as our director of human resources. The change in the finance division announced a year ago has also been implemented. Roland Welzbacher assumed his position on the executive board on August 1, 2025 and took over the finance and controlling division from Olaf Schick, who stepped down on September 30th, 2025, as agreed. Another change involved Philipp von Hirschheydt. His term on the board ended on the day before the Aumovio spin-off was registered. That is on September 16, 2025. Since then, Mr. von Hirschheydt has been at the helm of Aumovio. Finally, as already mentioned, Nikolai Setzer stepped down from his position effective December 31st, 2025. His successor, Christian Kötz, is sitting next to me today.
He assumed the chairmanship of the executive board on January 1st, 2026. The supervisory board would like to thank Dr. Ariane Reinhart, Philipp von Hirschheydt, Olaf Schick, and Nikolai Setzer for their many years of successful service to the company. At the same time, I wish the current executive board all the best in their work for the benefit of the company. There have also been personnel changes on the supervisory board resulting from the automotive spin-off. First, the employee representatives whose employment contracts were with the spun-off companies of the automotive group sector stepped down from the committee. This included Mr. Michael Iglhaut, Ms. Carmen Löffler, and Ms. Anne Noting. In addition, our longtime vice chair, Ms. Christiane Benner, as well as her colleague from IG Metall, Dr. Matthias Ebenau, resigned from their positions. This also coincided with the automotive spin-off.
On the side of the shareholder representatives, Stefan E. Buchner and Dr. Gunter Dunkel resigned from their positions. We would like to thank all the members of the supervisory board who have stepped down for their many years of trusting and constructive collaboration on the board. Following a court order in September 2025, Ms. Sabine Kühn and Ms. Nicole Werner joined the supervisory board as employee representatives, along with Ms. Petra Hartwig and Michael Lennartz from the Industriegewerkschaft Bergbau, Chemie, Energie. They are all on stage with us today for the first time. A warm welcome to you all. In addition, Ms. Sabrina Soussan has been appointed as a shareholder representative. You have just met Ms. Soussan. Under agenda item 8, she will stand for election by the annual general meeting following her appointment by the court, as recommended by the German Corporate Governance Code.
This brings me to the conclusion of my report. On behalf of the supervisory board, I would like to once again thank the executive board, all employees, and the employee representatives for their tremendous dedication over the past year. For further details on the work of the supervisory board and its committees, please refer to the supervisory board's report. The same applies to the corporate governance declaration in the 2025 annual report, starting on page 13. We will now turn to Mr. Kötz and his report, specifically to item 1 on the agenda. Mr. Kötz, the floor is yours.
Ladies and gentlemen, this is natural rubber. It is made from the liquid latex of the rubber tree, stabilized with proteins, resins, and minerals. As you can see, a lot has to happen before this is turned into a tire. It must be specially processed into a material that can withstand extreme stresses and loads. Some elements have to be removed, others have to be added in order to unlock the power of this high-performance material. You need carbon black or silica, oils, sulfur, and other additives. Up to 100 different raw materials go into making a tire. What matters most is the right mix, or as we like to call it, the recipe. This is what transforms the raw material into a high-performance product. Then comes the crucial step, cross-linking through heat in a process we call vulcanization.
Heat and sulfur give the tire its strength and its durability. It's molded into its final form, and it's ingrained with its tread, and it's given the properties that make it so valuable. It cushions, it grips, withstands heat and cold, and it is more resilient to wear and tear. Or in short, focus, formulate, fortify. That's the principle of tire production. It is the same principle that has guided us into the realignment of your Continental company. We too have sharpened our focus. We have reformulated our recipe for success, and now we are concentrating on a true high-performance product with a clearly defined profile. A company with tradition that is now embarking upon new paths. Welcome, ladies and gentlemen, to the annual shareholders meeting of your Continental Aktiengesellschaft. Looking around, you will notice quite a lot has changed.
For example, there's a new face in front of you. My name is Christian Kötz. Until recently, I was the executive board Member responsible for the tire business. Four weeks, no four months ago, I took over as CEO from my predecessor and long-standing colleague, Nikolai Setzer. The responsibility fills me with respect and with pride. It also means a great deal to me personally because today is almost exactly 30 years to the day since I joined Continental as a trainee in the tires group sector. Since then, Continental has been part of my life. That's why it means so much to me to take over as CEO at this point in time. Continental is currently undergoing a profound transformation, the most far-reaching in its more than 150 years of history. The world around us is constantly changing too.
We are experiencing geopolitical shifts, trade conflicts, and tariff barriers, exchange rate effects, strained supply chains, crises, and wars. All of this is creating uncertainty. It is putting established business models to the test, and it is increasing pressure on our industry all over the world, especially in terms of competition between the locations. For Continental, this is also a challenging situation, but we have something we can fall back on. We have more than 150 years of experience. We have reinvented ourselves time and again in the past, especially in times of change. Now, we are doing so again. For the first time in our history, Continental will become a pure-play tire manufacturer. That means focusing, clear direction, and this is our path forward now. As Professor Reitzle just said, large, broad-based corporations are finding it increasingly difficult to succeed.
The world is changing at an unprecedented pace. Only highly focused organizations or companies will be able to keep up, companies that make decisions quickly and that operate efficiently. That's why we are transforming, and we have been transforming our former group sectors into independent and self-reliant companies. This process began in 2021 when we spun off our powertrain division. Thus, Vitesco Technologies was created. In September 2025, our automotive group sector went public as an independent company under the name Aumovio, a globally positioned supplier for safe, exciting, connected, and autonomous mobility of the future. We also sold off our business that produces hoses and rubber-based bearing elements for the automotive industry, OESL. We did so in February this year.
For ContiTech, a group sector, our industrial specialist, we've been holding intensive negotiations with potential buyers. Interest is very strong. ContiTech is one of the leading providers of industrial products and services in agriculture, in industrial applications, and in the food and the furniture sectors. ContiTech is also extremely well-positioned technologically and is tackling issues that are becoming increasingly important for the industry. Let me give you an example. Carbon storage in the North Sea, where specialized hoses are needed that can withstand extreme pressure underwater. There are specialized cooling hoses for data centers which stabilize server temperatures, enhancing energy efficiency, preventing outages, and extending the service life of equipment. ContiTech is also researching new, more suitable sustainable raw materials. You already know about natural rubber from dandelions we use for our tires. Something which is completely new is bacteria-producing plastic.
These so-called cyanobacteria grow using light and carbon dioxide, producing a material that can replace oil. It's completely bio-based and is suitable for numerous applications, for cars, for furniture, and for many everyday surfaces. This type of research is still in its early stages, but we do see major potential. The Federal Ministry of Research, Technology and Space is supporting this project. ContiTech is investing in the future in other ways as well, in the future of its plants, for example. Principle remains in the market for the market, thus we are moving closer to our customers. One example is our plant in Mount Pleasant in the U.S. We are planning a new facility for rubber compounding. We're investing $85 million. You see, ContiTech is strong in terms of technology.
In 2025, back then including OESL, the group sector generated sales of EUR 6 billion with an adjusted return on sales of 5.3%. This was slightly below what we expected at the start of the year, reflecting the challenging conditions in the industry. We have taken decisive action last year. Measures were taken which already improved ContiTech's earnings in 2026. Focus is the guiding principle for our tires group sector as well. This will be the new Continental, a pure-play tire company with around 55,000 employees and 16 research and development locations around the world, and with a strong position in all key markets. In 2025, we generated around 50% of our tire sales in Europe, 33% in North and South America, and 14% in Asia. This global presence makes Continental one of the top tire suppliers for automotive manufacturers worldwide, especially for electric vehicles.
17 of the 20 highest volume electric vehicle manufacturers around the globe put their trust in Continental tires for original equipment. In Europe, we supply the 10 highest volume manufacturers of electric vehicles. In America, Continental equips eight of the 10 leading electric vehicle manufacturers, and in the Asia region, seven of the top 10. A key focus in all of these markets is the topic of sustainability. We made significant progress in this area last year. Since the beginning of this year, we no longer use coal and oil as energy sources for generating heat at any of our tire production sites worldwide. All European plants where we produce new tires are certified for traceability of materials according to an internationally recognized standard. In 2025, we reduced greenhouse gas intensity in tire production by more than 10%.
By 2030, we aim to use at least 40% renewable and recycled materials for our tires. Last year, we increased this share from 26% to 28%. Our new city bus tire, Conti Urban NXT, and our new commercial vehicle tire, Conti EfficientPro, already reduce rolling resistance and increase range. In 2025, our UltraContact NXT was once again recognized for its high share of renewable and recycled materials, as well as for its excellent performance. Our products also impressed our customers in 2025. Sales in Tires group sector were roughly on par with the previous year at EUR 13.8 billion, as was our adjusted EBIT margin of 13.6%. We achieved all this in a rather challenging environment. We responded quickly to the strong headwinds from tariffs and negative exchange rates.
We reduced costs, we utilized local operations to maximum capacity, and impressed our customers with good service. In the difficult year 2025 at the group level and with tires, we achieved our targets. Our consolidated sales in 2025 amounted to EUR 19.7 billion, up 0.8% in organic terms. We achieved an adjusted EBIT margin of 10.3%, while the adjusted operating result was EUR 2 billion. In total, we generated a net income before non-cash special effects of EUR 1.1 billion. Adjusted free cash flow was just under EUR 1 billion at the upper end of our expectations. Based on these results, we are proposing a dividend of EUR 2.70 per share, which amounts to about EUR 540 million. This is in the middle of our dividend range of between 40% and 60% of net income before non-cash special effects.
It means the dividend is higher than it was last year when we were still a larger company. This distribution is possible also thanks to our robust balance sheet, as demonstrated by our credit ratings and the solid financing position. Our equity ratio is at 23%. Our net debt level stands at EUR 5.2 billion. We will continue to reduce our debt level step- by- step, supported by the planned sale of ContiTech and the strong capital inflows from our tire business. The main reason for Continental's success is one thing, the outstanding commitment of our employees all over the world, especially given the demanding environment and the challenges due to our realignment. Our global team meets the challenges with exceptional expertise and a deep passion for our products.
Integrity is at the heart of everything we do because at Continental everyone knows this is crucial to our long-term success. We comply with the laws and uphold ethical standards, and we take responsibility for one another and for the society we live in every day, everywhere, across all areas and far beyond our day-to-day work. As example, our employees in Poland do. For past 10 years, our team there has been working with the Center for Rehabilitation and Education. For the children and young people, our employees organized an action day at our offices and premises. The young visitors were able to experience what it's like to work in various roles at an international company, from reception to marketing and IT and sales. For the young people, this was quite an inspiring day and they had a lot of fun.
For many of our employees, it was a deeply moving experience, one that defines what we are at our core. We show initiative, we stand by each other, and we embrace inclusion. That's what Continental and its people is all about. For these and many other such initiatives and for the very special team spirit at Continental, I would like to thank all the employees also on behalf of the entire executive board. I would also like to thank my predecessor, Nikolai Setzer. You spent 16 years shaping the company as a member of the executive board, first in the tire business, where you laid the major foundations for today's success, then as executive board member in automotive, and ultimately as the Chairman of the Executive Committee of Continental AG.
You guided us successfully through the COVID pandemic and the semiconductor crisis, and you were a driving force behind our realignment. For this, thank you so much, dear Niko. My sincere thanks also go to the supervisory board for its committed and expert support on our journey towards realignment. Especially, I would like to say thank you to you, Professor Reitzler. We all know without your personal dedication, Continental would not be where it is today. You have led us to the threshold of this new exciting chapter. You provided crucial impetus for the clear strategic direction of our group sectors and for their independence, and you always supported this process in close dialogue with our key shareholder with tremendous energy and with a lot of expertise.
As your time comes to an end at today's annual shareholders meeting, you leave with our very best wishes from all of us. I'm not just saying this on behalf of the executive board, I'm sure I'm saying this on behalf of many people gathered here in the hall and beyond. We wish you all the best, and please keep Continental in your heart in the future. I'm looking forward to a trustful exchange with you, Ms. Soussan, I'm looking forward to the next steps we will take together. Ladies and gentlemen, one thing is certain. This future is a promising one. Conditions remain challenging. The war in Ukraine and now also the war in the Middle East are taking a serious toll on the people directly affected and on the global economy as a whole.
The tire markets too will hardly see any growth, but we remain committed to improving in line with our midterm targets. Our confidence is based on several success factors. Our strength lies in the right mix, just like in tire production. It's our very own, very specific Continental recipe, and consists of four ingredients. First, technology in our products. Second, state-of-the-art production. Third, efficient distribution. Fourth, our strong brand supported by our strong team. Our formula for success in technology is UHP. Stands for Ultra High Performance. It's about tires measuring 18 inches and above, which are mainly used for SUVs and electric models. Last year, UHP tires accounted for 62% of our sales of Continental-branded car tires, up 2% compared to previous year. Across all brands, they made up 55% of our passenger tires. This strong position gives us momentum.
We continue to see a lot of potential for Ultra High Performance tires moving forward. In the coming years, the UHP market is expected to grow by around 8% per year on average. SUVs remain high in demand, and the share of electric vehicles looks set to grow further. An example for the extremely demanding technology of our UHP tires is this SportContact 7. It came first in every German test it took part in, and internationally it also received various awards. Here you can see why. Reliable driving performance in both wet and dry conditions. Maximum safety and precise handling when cornering at high speeds and in hazardous situations. The magazine Auto Bild calls it the handling king. Praises the steering response and the shortest braking distance among all the tires tested. Their final verdict was exemplary. Behind this performance are groundbreaking innovations.
For example, an adaptive tire tread that adjusts to driving conditions in real time and thus ensures optimal grip at all times. Or take the soft Black Chili compound perfectly matched with a low void tread to deliver flexible performance. On top of it prolongs the lifetime of the tire. A first for us, the SportContact 7 is the first tire that we tailor-make for different vehicle classes and sizes. No matter what car model you drive, the tire precisely matches the vehicle's characteristics, delivering the unmistakable SportContact feeling. Ladies and gentlemen, quality alone is not enough. Competitive pricing is decisive, and rapid and reliable deliveries are, too. These are the second and third ingredients of our Continental recipe: highly efficient production and logistics. At the heart of this are our eight mega factories.
For example, in Hefei in China, in Lousado in Portugal, or in Mount Vernon in the United States In Lousado, we already have a production capacity of more than 18 million tires per year, which will allow us to meet growing customer demand with maximum efficiency and quality, specifically where the demand calls for it in the market for the market. Today, we are already manufacturing 80% of our tire production volume in such high-efficiency mega factories. Across our 19 tire plants worldwide, we are manufacturing more than 14,000 different products each year. This variety makes our logistics extremely complex. That's why we are operating our own distribution and storage centers. Some are fully automated, and we have a tightly knit logistics network. Thanks to our focused and agile organization, we can respond as quickly and effectively as possible to customer needs. In Europe, over
Most of the people who order their tires for Continental will receive them the very next day. In 90% of the cases, we can do that. The fourth ingredient of our Continental recipe is a strong brand. Driven by our committed and motivated employees at its heart. Continental enjoys an excellent reputation worldwide, and it is known for its outstanding quality. Last year, our products were ranked among the top 3 in 65 tire tests. In more than 80% of the expert tests, we were on the podium in all three global regions. In Germany, for example, we were recently named the best tire brand. Spurred on by this level of appreciation, our global team works tirelessly in order to ensure that Continental remains successful, creating reliable value with a resilient business model, even under difficult conditions like those we are facing now.
For 2026, we forecast sales in tires of between EUR 13.2 billion and EUR 14.2 billion and an adjusted EBIT margin of between 13% and 14.5%. For ContiTech, we expect sales of between EUR 4.2 billion-EUR 4.8 billion and an adjusted EBIT margin of between 7% and 8.5%. Thus, for the Continental Group, we anticipate sales of between EUR 17.3 billion and EUR 18.9 billion and an adjusted EBIT margin of between 11% and 12.5%. Free cash flow is expected to be between EUR 0.8 billion and EUR 1.2 billion. Ladies and gentlemen, you see, we are looking to the future with confidence, even if conditions remain challenging, because we know what sets us apart from the competition. It's contact.
The contact our tires have with the road and the contact we have to and with people, with our customers, with our teams, and with you, our shareholders. That's our strength. That's why we will stay firmly on track even if the road ahead is bumpy, robust, focused, performing at the highest level and with the right mix for the future. We have innovative technologies, we have a solid financial basis, we have highly efficient processes, we have a strong brand, and we have an exceptional team, global, experienced, and innovative. You can count on that as customers and also as shareholders of your Continental AG. Thank you very much for your attention.
Mr. Kötz, thank you very much. You've made it very clear the new Continental AG has everything it needs to stay on a successful course, even in challenging times. I sincerely wish you personally and your entire team all the best. I'm certain the supervisory board will support you and your colleagues on the executive board in this endeavor to the best of its abilities. Ladies and gentlemen, before we proceed to the general debate, I will now also call items 2 through 13 on the agenda. The text of these agenda items, as well as the corresponding proposals for resolutions from the executive board and the supervisory board, can be found in the notice convening the annual shareholders meeting published in the Federal Gazette. At this point, I will restrict myself to the following points.
Under item 2 of the agenda, the executive board and the supervisory board propose that the net profit generated by Continental AG in fiscal year 2025 amounting to EUR 4,437,056,771.21 be used to distribute a dividend of, as Mr. Kötz just highlighted, EUR 2.70 per share. This means we are once again increasing the dividend per share compared to the previous year. In total, this results in a dividend payment of EUR 540,016,154.10. It is further proposed that the remaining amount of the net profit to the tune of EUR 3,897,040,617.11 be carried forward to the next financial year.
Item eight on the agenda concerns the elections to the supervisory board. With the conclusion of today's annual shareholders meeting, the regular terms of office of the following shareholder representatives on the supervisory board will end: Ms. Sabine Neuß, Mr. Satish Khatu, and Mr. Georg Friedrich Wilhelm Schaeffler, as well as my mandate. In addition, as you know, Ms. Sabrina Soussan is standing for election today. She was appointed to the supervisory board by court order of the Hanover Local Court on September 22nd, 2025. By standing for election, Ms. Soussan is complying with a recommendation of the German Corporate Governance Code, according to which a court appointment should be limited to the next annual shareholders meeting, so that the appointee can stand for election at that meeting. Our supervisory board generally consists of 10 representatives of the shareholders and 10 representatives of the employees.
However, with the spin-off of Aumovio, the number of employees in our group has decreased significantly. In order to take this into account, the supervisory board, at least until the expiration of the terms of office of the employee representatives on the supervisory board, that is until the conclusion of the annual shareholders meeting that decides on the formal approval of the supervisory board's actions for the 2028 fiscal year shall consist of 16 members. These are eight shareholder representatives and eight employee representatives. We believe that this promotes effective committee work. In actual fact, this means that apart from Ms. Sabrina Soussan, only three of the four supervisory board members whose terms are expiring are standing for re-election today. My seat is not to be reallocated.
In order to also reduce the number of employee representatives on the supervisory board by one member, Mr. Michael Lennartz, Head of the executive board Office at IG BCE Trade Union, has announced that he will step down from his position at the conclusion of this annual shareholders meeting. His position will not be filled. In addition, Ms. Petra Hartwig, Trade Union Secretary of IG BCE Trade Union, has announced that she will resign from her position at the conclusion of this annual general meeting. The process of judicial appointment for her replacement has been initiated. Dear Ms. Hartwig, dear Mr. Lennartz, also on behalf of the other members of the supervisory board, I would like to thank you for your cooperation on the board and wish you all the best for the future.
We intend to structure the terms of office for the candidates standing for election in different ways. Two candidates from among the shareholder representatives are proposed for a term of office of approximately two years, and two additional candidates for a term of approximately four years. This ensures that the terms of office of all shareholder representatives do not begin simultaneously and end at the conclusion of the same annual general meeting, but rather that the terms of office of the shareholder representatives are staggered. This ensures both personnel continuity and flexibility in the composition of the supervisory board. All candidates nominated for election are already members of the supervisory board. They are sitting here on the stage, and you already know them. If you have any questions about one or more candidates, of course, we will be happy to address them during the general debate.
Item 9 of the agenda concerns the resolution of the annual shareholders meeting regarding a so-called liability and coverage settlement, which Continental concluded last year as part of its handling of the diesel issue with D&O Insurers, former members of the executive board and a former employee. The resolution also includes a settlement between Continental and the former Chief Financial Officer, Wolfgang Schäfer, regarding claims arising from his termination agreement of November 2021. This settlement is an Annex to the liability and coverage settlement. As you know, the diesel issue has been a concern for the company for many years. The supervisory board had this matter thoroughly investigated and in the process identified breaches of duty by former members of the executive board.
It therefore decided to pursue the resulting claims for damages and also to enter into negotiations with the affected members of the executive board, as well as the relevant liability insurers. These negotiations culminated last year in the liability and coverage settlement, including the Annex, which is before you today for a resolution. The liability and coverage settlement, together with the Annex, requires the approval of the annual stakeholders meeting to take effect. The liability and coverage settlement comprehensively and finally resolves all claims by Continental AG against former board members, a former employee, and the D&O insurers. This allows us to largely bring the diesel issue at Continental to a close. With this step, Continental can establish legal certainty, avoid lengthy and costly legal proceedings, and also focus on the future of the company.
The supervisory board and the executive board are convinced that this settlement is in the best interests of Continental and also in the best interests of you, our shareholders. The executive board and the supervisory board therefore propose that the liability and coverage settlement between the Continental Aktiengesellschaft, six former members of the executive board, one former employee, and the D&O Insurers, including Annex, which is the settlement agreement between Continental and Wolfgang Schäfer, each dated 12th of September 2025 in connection with the so-called diesel issue, with comprehensive settlement effect vis-à-vis all persons insured under the D&O insurance, including all former and current members of governing bodies, be approved. The comparison text and all other relevant information have been provided to you in advance.
Item 10 of the agenda concerns the following: resolution regarding the granting of authorization to purchase own shares and to use them by way of cancellation. The proposed authorization is intended to serve solely for a period until the end of June 2028 to distribute the proceeds expected by Continental AG from a potential sale of the group sector ContiTech, either in part or, if applicable, in full. Should the executive board utilize the authorization with the approval of the supervisory board, any proceeds from the sale would thus ultimately be distributed in part or in full to you, the shareholders. The potential acquisition of Continental shares may take place solely through a public tender offer addressed to all shareholders of the company. Continental shares acquired in this manner shall be canceled.
The cancellation results in a capital reduction, but may also be carried out without a capital reduction by adjusting the proportional amount of the share capital of the remaining shares. In conclusion, I would like to briefly address item 13 on the agenda. This concerns the resolution regarding the remuneration of the members of the supervisory board and the corresponding amendment to Section 16 of the articles of incorporation. With the adjustment of the remuneration for supervisory board members, we wish to take into account, in particular, the fact that the spinoff of Aumovio and the possible sale of the group sector ContiTech will have a significant impact on the size and structure of the Continental Group. The remuneration of supervisory board members should reflect this.
In addition, the committee-related allowances should be revised, and provisions should be made to ensure that function-related allowances are paid independently of one another, so that the additional effort associated with each function is compensated accordingly. Ladies and gentlemen, with that, I conclude my explanation of the agenda items and would now like to announce the attendance to you of the registered share capital of the company, which amounts to EUR 512,015,316.48, split into 200,005,983 no-par value shares, 168,880,890 no-par value shares with as many votes are represented here today. This corresponds to 84.44% of the registered share capital. Furthermore, we have the postal votes.
76,662 no-par value shares are represented through postal vote, thus a total of 168,957,481 no-par value shares. That is 84.48% of the share capital is represented. Shareholders, we're pleased to be able to now enter into the general debate with you. I would therefore ask you to keep your remarks brief in the interest of the assembly and the subsequent speakers, to restrict yourself to the items on our agenda and to formulate any questions on these matters clearly to make answers more easy. If you wish to make a motion, I would ask you to please announce this with your request for the floor at the speaker's registration counter. That way, I'll be able to decide whether to grant you priority in taking the floor as an exception.
Your questions will be answered by the members of the executive board. I will personally address those questions that concern the supervisory board. In this case, the executive board will endorse these answers. I hereby open the general debate. As the first speaker, I would like to invite Ms. Ina Jäne to one of the two rostrums, then Mr. Christian Retkowski and Mr. Hendrik Schmidt to please stand by. Ms. Jäne, you have the floor.
Thank you, Professor Reitzle, Mr. Kötz, ladies and gentlemen, shareholders. My name is Ina Jäne. I'm an attorney from Hanover and at the German Association of Shareholders, and I represent the interests of the shareholders who have conferred their voting rights to the DSW. We have a historic year of transformation with the spin-off of Aumovio and the sale of ContiTech being prepared.
Continental is facing the most severe change in its more than 100-year history. Mr. Kötz emphasized in his speech that for the first time, Continental is a pure-play tire manufacturer and has welcomed this as a clear progress. While the management is speaking proudly of new paths, we as shareholders also are a little concerned about this, and we ask ourselves whether the invoice, so to speak, won't be very high. A net loss despite of operational strength, Continental for 2025 has a - EUR 650 million, EUR 165 million. In the previous year, we had a profit of more than EUR 1 billion. The undiluted result for shares is - EUR 0.83. The share price is at the level of the previous year.
The special effects of EUR 1.7 billion driven by deconsolidation and value loss is something that we have seen, we have an adjusted result of EUR 1.1 billion and an adjusted free cash flow of EUR 1 billion, and is at the lower end of expectations. We ask critically, is this critical transformation to a pure-play tire manufacturer not connected with many losses that endanger the substance of the company? From when on will we shareholders be able to expect that adjusted financial figures get pointed into the same direction so that the image is a consistent one for us as shareholders?
My question is: how will the executive board ensure that the profits are enough to ensure that the dividend policy will be kept stable if the segment tires itself has a decline of about 5%? We fear that Continental will weaken its situation, and currently, I have taken note of the fact that you are expecting an improved result, cost reduction, reducing raw material prices and recovery of the economic situation could come into effect. Of course, unfortunately, you don't have this in your own hands. We can't really expect sinking raw material prices and cost reductions at present. You in your speech pointed out the geopolitical risks, the weak tire markets and the challenging framework conditions. My question is: what about the geopolitical situation, the world market situation?
What about its effect on the expectations for the business year and your margin planning? What scenarios are you planning for the event that your optimistic basic scenarios do not materialize? Regarding the dividend, despite the loss of the group driven by the Aumovio effect, you propose an increase of the dividend to EUR 2.70. For us small shareholders, a good dividend is an important thing, and of course, we're pleased about this. However, we see that it has to be gained sustainably. You say that there's a robust balance sheet, strong cash flows from the tire business, and you refer that the dividend is higher than the one before, in the year before, although Continental has become a smaller company. We ask you today: what about the dividend?
Is it an honest sign of optimism, or is it the attempt at trying to gloss over the difficulties? How much leeway is there if the forecast for 2026 regarding the expectations of the adjusted EBIT margin of 30% - 14.5% at tires does not materialize? In other words, how stable is the dividend strategy if the operational reality behind that falls short of the expectations? The aspect that I also want to mention is that of transformation and risks vis-a-vis China. The focus on the tire business is something that's to make Continental more resilient, but we see clouds on the horizon forming to a perfect storm.
Mr. Kötz, you described your recipe: top technology, ultra-high performance tires, efficient mega factories in Hefei in China, and a strong brand with excellent logistics and supplies for the very next day. At the same time, we're looking at competitive pressure from China, which has gained a different quality. We're no longer talking of Linglong and others, but these brands are moving more and more toward the premium manufacturers and are cheaper by about 30%-50%. We have to talk about the competitive pressure. Your high-tech mixtures are impressive. Your SportContact 7 has been awarded many awards. How long will this last in the face of Chinese competition if you have this 30%-50% cost advantage in China? Your model addresses all sorts of things, but not the structural cost advantage of Chinese tire manufacturers.
You refer proudly to the fact that 17 of the 20 highest volume electric vehicle manufacturers set their sights on Continental tires. At the same time, China is leading in the electric vehicle market. BYD and Nio are introducing their own tire manufacturers. Chinese manufacturers have an enormous degree of experience when it comes to electric vehicles, high weight, high torque. They are attacking Continental in their new growth niche. How are you going to assert yourselves if you have this vertical integration and local partners? In order to divert tariffs, factories are set up in Serbia, for instance, in Europe, so logistics disadvantages are being made away, done away with. What's the unique selling point if the competitor is in the same place and can produce in the market for the market, a concept that you stress particularly in your speech?
When it comes to the networking of sensors and tires and your Vision Zero, what about this systemic approach? Is it a kind of trench that a Chinese manufacturer can't bridge? When it comes to sensors and electronics, isn't it easily, more easily replicable than it may seem today? You talked about the strengths on the market. You mentioned UHP tires and premium quality, and what we're lacking is an open representation of the risks and your answer to the ever-growing pressure from the Far East. I would really look forward to your answers to all these questions. I would briefly like to talk a bit the Deforestation Directive. We're worried about this.
You mentioned in your communication increasing prices for natural rubber and stress the progress in sustainability, doing away with coal and oil for the production, sustainability content of 28% and a target of 40% to 2030 in order to have traceability of materials in the European factories. My question here, what about the price effect of the EUDR? Can you say how much this is? What about procurement costs and the EUDR anticipation? What percentage of your natural rubber amounts can be traced back to the individual factories, not only at the aggregated level? How high does this share have to be until 2027 in order to ensure that there are no compliance risks for your production and your delivery in the European Union?
How do you ensure that tools such as Rubberway or similar systems can be audit-proof in order to exclude liability risks for Continental and its committees, bodies? I have a current question. On the 24th of April, you reported that the IHO Verwaltungs GmbH has 65.99 shares, that it sold them. What about the impact on the stability of the ownership structure here? In terms of that was the euro, the currency, if I left that out. On the agenda regarding the appropriation of net profit, we welcome the dividend of EUR 2.70 as a sign of optimism, and we will agree. We expect that this is based on sustainable profits and not on one-off effects. Regarding the coverage and liability settlement for the diesel issue, I'd also like to say something about this.
This has been difficult for the shareholders. EUR 300 million to a settlement of EUR 43.7 million is a difficult financial situation. The signal for the corporate governance is really terrible. We will agree, but only to avoid legal proceedings which would tie up management resources, and I agree with you in that. On the other hand, the argument is not that cogent if we take into account that we have claims for damages of your attorneys of EUR 130 million, and they are being sued at the in, at present. The question is, the question to the CEO, why there was no own amount that could be fought through and why you have two different yardsticks. Regarding the virtual annual shareholders meeting, the DSW will not agree to this.
I n the presence ASM is something that we need. Did Continental need to be present? Please stick with this. Ladies and gentlemen, Continental is embarking on new paths. Mr. Reitzle, I wish you all the best. Mr. Kötz has highlighted where the strengths of Continental are: technology, highly efficient factories, a strong brand, and a committed team. We expect that in technological terms, Continental stays at the top of the list, so that the competition from the Far East not only exists in the presentations, but that we will have a sustainable dividend. Thank you very much for your attention. I'm looking forward to the answer to all my questions.
Thank you very much. What we'll do is take down your questions and answer all of them. If we do have an increasing number of questions, then we might briefly interrupt the questions so that we can answer them. I will now give the floor to Mr. Retkowski, and I'd like to ask Mr. Hendrik Schmidt to get ready to take the floor after him.
Thank you very much for allowing me to speak today, Professor Reitzle. Ladies and gentlemen, supervisory board, executive board, as usual, I'd like to briefly introduce myself. My name is Christian Retkowski and I am a spokesperson for the SdK, Shareholders Representative Association. I'm representing our members with 1,005 is the ballot number.
I'd like to begin by saying thank you very much for what I believe to have been a very informative speeches that you have given today, Mr. Kötz, yourself, Mr. Reitzle, for looking back, and also from you, Ms. Soussan. Ladies and gentlemen, what I would like to do is speak about the following topics. I'd like to speak about operational developments, Continental AG in 2025, about the current ongoing transformation process, and about the settlement for Item 9 on the agenda, and last but not least, I would like to say thank you very much to our Chair of the supervisory board, Professor Reitzle, who will be leaving today. Ladies and gentlemen, allow me to begin by speaking about the operational developments of the company.
I don't fully agree with what the, my colleague from the DSW said, but I tend to agree with our new CEO, Mr. Kötz. We've had some very difficult circumstances with global economic and also geopolitical challenges, but also a lot of national problems in Germany. Professor Reitzle, that you spoke about. Continental AG has delivered robust and strong figures despite the significant transformation process. Group sales of EUR 19.7 billion, adjusted operational profit of EUR 2 billion, as well as adjusted free cash flow of just under EUR 1 billion. These are just a few highlights. The shareholders, we can be delighted about an increased dividend to EUR 2.70. The share price increased gratifyingly by an impressive 40% during 2025.
Ladies and gentlemen, the capital market with the spin-off of Vitesco and Aumovio and also with ContiTech seem to have welcomed the developments. I agree with the executive and supervisory boards that we're experiencing extremely volatile times today, and we need smaller, agile speedboats who are more resilient and adaptable than large conglomerates or container ships, as you call them, tankers. The path which you successfully set out on in a successful 2025 is the right one. I would like to say to the supervisory and executive board and all of the employees of Continental, congratulations. I give you my praise and recognition for your achievements and on behalf of the SdK, congratulations on the good work that you've done. I would like you to pass this praise on to your workforce, please.
The fiscal year just gone, operational developments, and about a successfully commenced transformation process. I've got the following questions that I would like to put to you. Will anything change? Will 40%- 60% of consolidated earnings to be paid out, will this change after the completion of the transformation process, the dividend policy, when you become a pure-play tire manufacturer? If so, what will it look like? Would there perhaps be a one-off dividend following the sale of ContiTech? The spin-off of Aumovio now. Is this being concluded operationally? When do you plan the closing of the transaction for the sale of the ContiTech business? Ladies and gentlemen, we're seeing this all around us in our private lives as well. We're experiencing extremely volatile and challenging times. We've got global crises, but also national distortions as well.
Companies and citizens are thus being forced to remain vigilant and also adaptable and resilient. Continental AG is acting accordingly and is not acting in a vacuum, but the transformation process is an important response to the future problems and challenges and also the crisis of all types that will materialize. Looking at the current conditions, what impact are they having on your operational business at Continental? Specific in terms of Trump's economic policy, including his unpredictable terrorist policy, the persistent Ukraine war, the Iran war, and the closure of the Strait of Hormuz, and also the increasing energy prices, oil prices in particular, and also the weakness of the German automotive sector.
Ladies and gentlemen, given what I consider to be a solid 2025, at this point, I would like to leave it there with the operational side of the business. Personally, I'm optimistic that operatively Continental is indeed on the right path, and I wish the group the very best for the next few months. This brings me to another topic which is important for the SdK under item 9 of the agenda, which is the resolution on the approval of a settlement between Continental AG, the D&O Insurers, and other members of the executive board relating to the diesel issues.
Just to put this into context for you, for those of you who are not that familiar with it, EUR 300 million were the costs which Continental had to foot the bill for the diesel scandal which occurred, and a settlement will be made with D&O Insurers. There will be a payment to the magnitude of EUR 43.7 million, which means that all compensation claims from Continental will be finalized as part of the exhaust emission scandal. We believe at the SdK, however, that there are some unanswered questions which need to be addressed. We would like to look at the adequacy of these sums, but this is no longer possible now that the process has been concluded.
Before I ask a few detailed legal questions, there are a few things, general remarks I would like to make about the D&O settlements. The decisions of the company for when it comes to the diesel topic, to finally bring this to an end and to not have any legacy issues as we become a pure-play tire manufacturer in future is absolutely correct. I don't think anybody wants to continue with persistent litigations over the next few years. That said, the settlement needs to be something which is adequate for us as shareholders. But I believe that I think we all agree that we're sitting in the same boat.
Furthermore, I believe that for cohesion within a company, it is essential that people who are responsible for damage to society, to the economy, and to a company, and we need to distinguish between whether they acted with intent, negligibly, or with gross negligence, that they need to a proportional degree show personal responsibility for their actions. It's unacceptable for D&O insurance to be used as a fully comp insurance policy for these problems. I can feel a sense of injustice, and as such, it is opening the door for extreme parties like you, Professor Reitzle, mentioned the type you mentioned in the Frankfurter Allgemeine Zeitung column, and says that it's not just frustration with the existing parties, with the mainstream parties, but also frustration when it comes to the rule of law.
The general opinion could arise that the big fish get away with anything they want to. For this reason, I think that we all have responsibility towards society to make sure that those responsible are brought to justice. This also happened with Noerr, for example, or is being attempted with Continental underway. Now for the detailed legal questions relating to this, I will just read them out very, very quickly. Here are the questions which have been presented to the company as of yesterday. I would therefore like you to be patient as I read them out to you.
As part of the settlement relating to the diesel issues, is it just the findings of the auditing of also the thermal window, and what type of method was used to underpin the scenarios which are addressed and what is being investigated? What assumptions were made? How were the probabilities for the likelihood of these assumptions assessed? What's the probability of success according to the company of legal proceedings, and what would the outcome be? What about the former general counsel who was mentioned on behalf of the board of management? Why were no claims raised against the general counsel? With the other insured parties, how many people does this refer to, and are they the subject of prosecution cases on behalf of the state?
Why are the insurance sums of the insurance program being fully exhausted, although coverage of up to EUR 400 million is in place and settlements restricted to EUR 43.7 million? Why is a payment of EUR 43.7 million, why do you believe this to be good when the overall sum is EUR 300 million? How can you say that it's adequate without addressing the asset status of the people in question? Who did Continental receive legal advice from in this? The group separation agreement between Continental AG and Vitesco saw a cut in half of the settlement and acceptable costs were agreed on. What about the deductible costs? What is deemed to be adequate and how would they look proportionally to the undercoverage?
When you deduct half of the amount that was paid to Schaeffler and to Wolfgang Schäfer and the medium single digits, could you go into this please as well? Also the claim to EUR 300 million for diesel. Is this the actual amount of the overall damages incurred? I would like you to break this down by external costs and penalties, legal counsel costs and other costs as well. In the EUR 300 million, are there also internal costs included, or do these come out on top? What is the level of the internal costs? For the coverage sum and the claims which were asserted, and they come from 2020 and not part of the meta exclusion.
For other insured parties, I believe that what you wrote in the agenda that it should adhere to what was asked by the Federal Supreme Court. Were there any other claims or whatsoever because there wasn't a violation with intent? Does it make sense to agree to these settlements and not pursue, wait for the outcome of the legal proceedings against the board members? In the event of a judgment with criminal findings against the individuals, could legal proceedings not be brought against them for this? In case of the failure of a settlement before the conclusion of the legal proceedings, why cannot the pension liabilities and other payments made to them be included in this?
Why as none of the equity of the board members being tapped before it's been found whether they had a violation with intent? Why is this adequate if it does not go beyond the settlement sum? A question for Mr. Schäfer: Why were the costs of the defense of Wolfgang Schäfer not covered by the D&O insurance? You know, the company with Mr. Schäfer, why did you believe that it was adequate to cover the costs? If according to paragraph 170, section 2, why were the requirements for payment met? When assessing claims against members of the executive board, why was the same legal counsel, legal company used as the ones who were the former board members as well?
Are you prepared to share the findings of the report relating to the members of the board who were affected? When did the supervisory board, following the investigations, receive information that the company could have been involved in the implementation of defeat devices, and how was this information received? What information was found, and what did the then supervisory body do after it received the information? Please also explain why the work of Noerr was insufficient because even the state prosecutor was rather annoyed. Could you tell us what the deficiencies, what the flaws were in the internal investigation? Did you try and come to a settlement with Noerr? What results did the second internal investigation come to from Skadden? For violations of duty, how high were the settlements?
Could you tell me exactly what EUR 133 million? Thank you very much for your patience. These were very detailed questions. Ladies and gentlemen, to conclude, I would like to say thank you very much. Professor Reitzle, your time in office, as we heard earlier on today, will come to an end at Continental AG. Professor Reitzle has been a member of the supervisory board since 2009 and has done excellent work here. In addition to this, for a number of years, he worked at BMW and was one of the most influential managers in Germany. I'm sure we've not agreed on everything over the years, but I've always appreciated the open dialogue that we have had with you, and I have learned a lot from you as well.
I also think that holding ASMs in person, particularly when we've got some uncomfortable discussions like the one we're having today about D&O insurance and also the opportunity for a fair dialogue, is something which is much appreciated by me personally and by the SdK. I would like to say thank you very much for what you've achieved at Continental AG and also what you've achieved for Germany as a place to do business. I wish you the very best for your future, and I hope you maintain very good health. I'd like to say thank you very much to Mr. Setzer as well for the work you did here at Continental AG over the last few years. Ladies and gentlemen, I would now like to bring this, my contribution from the SdK to a conclusion.
The SdK will vote in favor of all of the items on the agenda, with the exception of item 9. The questions I asked explain why this is the case. We also reject 11, which is relate to the conducting of annual shareholder meetings as digital events. Thank you very much for your attention. I wish the Continental Group all the best for the future. Thank you very much.
Thank you very much, Mr. Retkowski, for your list of questions. Very impressive. Thank you for your kind words for me and Mr. Setzer. Thank you. I would like to ask Mr. Hendrik Schmidt of the DWS Group to come up here on stage and for Ms. Cornelia Zimmermann to be ready.
Thank you very much, Professor Reitzle, Mr. Kötz, ladies and gentlemen of the executive board and the supervisory board, shareholders. I'm Hendrik Schmidt of the DWS Group. It was already said, DWS is one of the leading European asset management groups. Today I'm representing our votes also on behalf of our shareholders. We are a long-term investor. That is why this dialogue is very important to us at this annual shareholders meeting. After 2019, I'm very delighted to be back here in Hanover to speak to you in person.
Be able to do that because, as this was already mentioned and in various nuances today, we're experiencing a turning point in the history of Continental. Turning to new paths, that is the title of the financial report, and that was the main thing about the past year. For this year and for Continental, this means a certain going back to the roots. The spin of Aumovio, and in 2021, the spin of the components business units have made Continental a pure-play company when it comes to tire technology. I thought it was very impressive how before opening the annual shareholders meeting, we were taken on board on what that actually means for this company and what the competency is that Continental is showing here with all of its employees and what that means regarding value creation.
I would like to use this opportunity to thank you, the administration, and all Continental employees who are responsible for the success of this company. Thank you very much. Last year has not been an easy one. Certainly, I would like you to transfer those thanks to the employees. Yes, a big round of applause, please. Looking at the results, there were different evaluations. Well, yes, I would agree that we cannot be satisfied really. Sales went down by 1% - 2%, but the result, the EBITDA was reduced by 40%, EBIT almost 87% less EUR 272 million result per share of over EUR 5.70 last year. Overall, a negative result. That is major.
We also must look at the write-offs from the price allocation together with Aumovio that played a major role, those write-offs. When we adjust these effects, there's still a reduced result, but it's not as bad, 8%. First and foremost, the free cash flow, that's positive. It means that the dividend that we will vote on today of over EUR 540 million can result from the EUR 772 million strong cash flow, and that is comforting in a way. In the future, your plan is after the dividend policy, there will be a higher dividend quote, 40%-60% instead of 20%-40% so far. Yes, with Aumovio after Vitesco, that's the second large transformation in Continental that you have gone through.
In light of the rising challenges that we've talked about, a refocusing like that is the most promising path into the future. At the same time, decisions like that are, of course, not easy. We heard about that. Mr. Reitzle, the supervisory board and the executive board have gone through major discussions. The share price development, that's not the principle of hope, that's the principle of what we see for the future. When we faced the share price development, that was the right decision. ContiTech, what is left of it in the current year and the tire businesses, their sales were going down by 0.5%. For ContiTech, we saw that write-offs of EUR 450 million went up to EUR 750 million. That's 12.5% of sales that sales went up.
I would like to look at this in some more detail together with value write-offs. This has to do with OESL. When the divestment was finished in February, these burdens should be finished by now. My question is, again, what is the effect of this finalized transaction on the fiscal year of 2026? With the future focusing on the tire business, the risks also change for Continental, especially the environmental aspects. Ms. Jäne mentioned these already, due diligence in the delivery chain and more restrictions on the use of per- and polyfluoroalkyl substances, the PFAS. We saw that in the report. What will Continental do about that if in order to meet those risks? What risks will go away from Continental after this new realignment? My predecessor already talked about the agenda item number 9.
I do not want to add anything here. The situation has been described in more detail. That's the D&O settlement and the settlement made with former executive board members. The situation has been described excessively. I think we need to look at this again. We're talking about damages as a settlement of EUR 43.7 million. Looking at the damages, I think there still is a gap that we need to face. I think this is remarkable. The former executive board members who were part of this are seemingly not being held responsible by the supervisory board. What were the reasons for this? Why were these not claimed in this settlement? We will agree to this settlement. We will not happily do so because in order to minimize the risk of more legal discussions here. This will go on.
The discussion with the law firm Noerr, this was mentioned as well. I only want to know how you, as a supervisory board, will want to proceed in this question. EUR 130 million. That is the sum that is up for discussion. What's the way forward there? Ladies and gentlemen, I will now talk about corporate governance. That is a topic that Mr. Reitzle and myself for the past 10 years, we have discussed that a lot over the past 10 years. I want to speak about the members of the supervisory board. A lot of gratitude and happiness was already expressed towards you over the past 16 and 17 years. You have really worked hard.
You have led Continental through hard times and, yes, we have not always agreed with each other, but the discussions were always open. I would like to thank you very much. You've led Continental through the financial crisis, through strategical realignments, through the COVID crisis, the cyberattacks, through the diesel and cartel proceedings, until up to the strategical realignment. This mandate took your full attention. Regarding that, in 2017, you were part of the Praxair merger. We can only say, express our respect. Ms. Soussan, I'm looking forward to continuing the tradition of an open dialogue with the supervisory board and the executive board. I would like to invite you to do so in the future. I would like to announce a few things that we want to talk about in the discussion about corporate governance and Continental.
A part of that is always the independence of the supervisory board. We see deficits there, and we await a clear perspective for the future here. We will not agree to a ratification of actions of the members of the supervisory board because Mr. Schaeffler, Dr. Rosenfeld, together with a large shareholder, you're in connection with this shareholder. That is a fact, and we do not need to discuss that thoroughly, and that is why we cannot agree to your independence. Professor Nonnenmacher, you and Ms. Neuß, and because of your long-standing part of this agreement, we cannot regard you as independent. Since 2017, you have been on board here, so for 12 years now and beyond the recommendation of the Code C7, you are not independent.
At the same time, on page 23 of the financial report, you are named independent, but on the recommendation of C8 of the code, this takes a reason where the supervisory board under these codes. It's not enough that there's this statement in the report. Especially in your case, Professor Nonnenmacher, we are not convinced here because you're the former of the executive board now, although there's a reduced size of these, of the board. That is why we are trying to set an age limit. Age cannot be a criterion here. There are no explanations on this. Ms. Soussan, let's talk about these points for a future discussion. That the governance at Continental can take new paths. Especially when it comes to 6 and the 28, the finish, the mandates finishing in 28.
Let's talk about the competencies and the qualification matrix in Continental. There's a for us, preferred differential presentation of Harley-Davidson, and I would like to praise that. The chosen competencies seem very abstract, especially the expert competencies come with four sections with cross-competencies and the term of industry. From our perspective, the decisive criteria, that's tires, chemistry, and automotive industry. You would agree that these competencies are very different from each other. On that, we expect a more differentiated presentation in the future. What we realized here is that Dorothea von Boxberg and Mr. Nonnenmacher and Ms. Rosenfeld were not part of the session. They did not attend the two sessions. We would like to know why, what the resolutions were, and whether absentee votes were accepted. Let's talk about the supervisory board.
In September of 2025, you, Ms. Soussan, were legally appointed, and you are the successive chairwoman of the supervisory board. We welcome that, but we have a question about your other mandates at Stadler and Henkel. Are there business relations between Continental and Stadler or Henkel? If yes, in how far? We also welcome that Mr. Satish Khatu is part of the supervisory board as technology specialist. He will keep being on the supervisory board, but the successor here should be looked for at the right time because it's a very important area. Mr. Schaeffler and Ms. Neuß, we will not agree because of the lacking dependency. Now on the virtual way of having Annual General Meetings, we will agree to that, but we still need to discuss the following.
The new rule should be applied by 2028 for two years so that the AGM in 2028 to have that in presence. There's nothing against that. We would like to know whether there's specific ideas on the annual general meeting of next year. The executive board is supposed to be able to take that decision. We expect that the supervisory board, as representatives of the shareholders, will be part of that decision-making process. How will these decisions be made of the executive board and the supervisory board, especially when it comes to the AGM in 2028 and the finishing mandates? The supervisory board should look at the interests of minor shareholder groups, because in 2028, that's the main reason for having that AGM in a present form. I would like to summarize.
We will agree to the resolution for number 12 when it comes to the jurisdiction. Continental can fight any problems in other global region. Our question is: how robust is this clause, in particular vis-à-vis American courts, and which kind of disadvantages could happen, could come because of this change of articles of incorporation if the District Court of Hanover would be the court of first instance in the future? Ladies and gentlemen, I already talked about how we vote, with the exception of the approval of the actions of the supervisory board and the election of Mr. Schaeffler and Ms. Neuß. We'll agree to all the rest. Embarking upon new path, we wish you, ladies and gentlemen of the executive board and the supervisory board, that this leads to success for us as shareholders, for the share price, and also for the employees.
To you, Professor Reitzle, for the time ahead of you and the freedom you have, we wish you all the best. Thank you so much.
Thank you so much, Mr. Schmidt. I would like to ask Ms. Cornelia Zimmermann of Deka Investment to come to the rostrum. Mr. Janotta, please be prepared to be the one but next speaker.
Ladies and gentlemen, my name is Cornelia Zimmermann. I'm here on behalf of Deka Investment, one of the largest investment companies in Germany and subsidiary of DekaBank, of the savings banks, German savings banks. Ladies and gentlemen, realignment is on a good path. Continental has the opportunity to be a focused tire champion and become a very profitable company in its industry. In order to fully open up the potential, however, further steps are required. Further steps are required in this journey.
The successful conclusion of the sale of ContiTech at an adequate price, an attractive use of the proceeds for shareholders, and the sustainable increase of margins in the tire business. Those are the tasks that are ahead of you, Mr. Kötz. Let's take a look at the last fiscal year. Continental in 2025 has made a good job. The realignment of the group is moving forward quite visibly. We are positive about it. The share price moved up 38%. That's a remarkable recovery after difficult years. How did you do this? The decision to focus on the core business was a right one. The spin-off of the automotive part to Aumovio in September 2025 was a milestone. Parallel to that, you started selling OESL, the OESL business area, and concluded this in February of this year.
More and more Continental is turned into what it's supposed to be, a focused tire champion. Because in this area it is very clear to see your strength. Despite burdens through U.S. tariffs and negative exchange rate effects, tires had an adjusted EBIT margin of 13.6%, almost at previous year's level. The dividend is supposed to be rising to EUR 2.70 per share. We welcome this. Now, ladies and gentlemen, now it's about the next and the decisive step. It's about the sale of ContiTech. Beginning of the year, the structured sales process was started. It's the logical conclusion of the strategic realignment and, if possible, should be concluded this year. However, having said that, we expect that Continental will check the results very thoroughly.
Mr. Welzbacher said it quite rightly, "We do not need to sell just at any price." We see it exactly the same way. Our question to the board, to the executive board is this: How will the funds from the ContiTech sale be used in concrete terms? At the Capital Markets Day in June last year, you talked about a special dividend and share buyback programs. We ask you to follow suit on these. Please don't go the way of any acquisitions. The shareholders have a right to be sharing into the sale, be it through a special dividend or through share buyback programs. Is such a payout realistically under the market conditions now, and to what extent is it realistic? We are dealing with this.
Midterm, you have an adjusted EBIT margin of between 13% and 16% for the tire business as a reference number. How fast will you reach this goal? The guidance for 2026 is at between 13%-14.5% for tires. That's solid, it's not yet the upper end of the bandwidth. What are the concrete levers in order to get there? Ladies and gentlemen, please let me talk about an issue that we are all looking into, the trade policies of the United States. Continental has three major tire plants in the United States. This local presence so far meant a major competitive advantage to your company so far, in particular vis-a-vis Chinese competitors who are burdened by high import tariffs. In February this year, the Supreme Court of the United States has called the Trump tariffs as being illegal.
President Trump immediately came up with new tariffs under a different legal background. The legal situation stays volatile. We want to know how is Continental prepared as regards to the current and the changing tariff situation in the United States. How could the decisions of the Supreme Court and potential further developments have an effect on your future and further business? So far, Continental has benefited from the U.S. plants and had a competitive edge vis-a-vis Chinese competitors. Will this advantage in a environment with reduced tariffs or with no tariffs be null and void? If so, how will Continental react to that? A further topic that is of major concern to the tires business is volatile raw material prices. The oil price has a direct influence on the cost for synthetic rubber, for industrial material, for other petrochemical pre-material or input materials.
The prices of raw materials go up, not least because of the conflict in the Middle East. Mr. Kötz, can you, against the backdrop of a very volatile oil price, can you hand over increased raw material cost to your customers? Which strategies do you have when it comes to volatile raw material prices? What do you see at your competitor's side? Is there a danger that your competitors from this special situation can draw advantages through less costly procurement situations through hedging or more aggressive price policy? Ladies and gentlemen, we regret that Nikolai Setzer at the end of 2025 left the company as the CEO. In his more than 16 years as a member of the board and five years as a CEO, he was moving forward.
He was starting the strategic realignment of Continental, he was instrumental in pushing it through. Split off of Aumovio preparation of sale of ContiTech, focusing on core business tires, he has achieved a lot, and we want to show our gratitude for this. At this point, we would also like to say thank you to Professor Reitzle, who went along with it and who co-shaped this development. Mr. Kötz, we welcome that you have become the new CEO. As a long-term head of the tire business, you know the core business like no other person. You have very good prerequisites in order to conclude the realignment and move Continental into the next stage. Let's come to corporate governance and our voting behavior.
Ms. Soussan, we would like to see you as the member of the supervisory board and as the potential chair of the supervisory board. We hope that with your broad range of expert know-how and your independence, you will give new impetus to the supervisory board. We are in favor of you becoming a member of the supervisory board. We would also agree to the re-election of Mr. Satish Khatu and Ms. Sabine Neuß for a period of time of two years. With a proviso, in particular, due to the length of stay in the body of some already. Ms. Soussan, the length of stay of members of the supervisory board are pretty long, and successorship planning is going to be one of your tasks. The major committees should urgently be restructured, most of all, the audit committee.
Currently, according to our definition, it is not, it does not come with a majority of independent members, which is why we can't agree to the approval of the actions of the supervisory board. With a view to the remuneration system, we see too high a share of short-term remuneration in the total target remuneration, which means that we will not agree to the remuneration report and would ask Ms. Soussan here also to become active. Ladies and gentlemen, the diesel scandal was with us for a long period of time. The settlement that we, that is shown here is a further step to conclude this. Real enthusiasm is not something which we can show because only a limited amount of money of the damage is going to come from the insurers.
Still, we accept it also in the interest of a new start with the new head in the supervisory board and on the management. Ms. Sabrina Soussan and Mr. Kötz, the transformation of the company means a lot of challenges for the two of you. You have good prerequisites to open up the opportunities that there are. For the implementation of the strategy, we wish you a lot of success. Thank you so much.
Thank you so much, Ms. Zimmermann. Now I would like to ask Mr. Janotta to come to the rostrum. According to my list, he is the last speaker as of now.
Hello, everyone. My name is Gerhard Janotta. From 1985 till 2019, I was in the company in various different positions. Let me start by thanking the board members. Last year, Ariane Reinhart, Olaf Schick, Philipp von Hirschheydt, and Nikolai Setzer left. I would like to personally thank these board members for the work that they have done. Thank you so much. As regards to supervisory board, the supervisory board members who did their work and then left, I would like to say thank you to them. My specific gratitude goes to Professor Reitzle. Personally, back then, when you came there, we were really relieved.
We had been in a situation, if you wanted to know what happened at Continental, in the morning you listen to the radio or you open the newspaper, you were able to read as to what was happening right then. When you came, when then Mr. Degenhardt appeared, Continental again was brought or was moving in calm waters, we were able to focus on what we were supposed to be doing, our work. Thank you very much for that. I would have wished for your last years to be just as successful as the years up until 2018. Sometimes, unfortunately, you are not that lucky, we see how it will continue for Ms. Sabrina Soussan. I wish you the luck that Continental had till 2018 for your term of office, that is.
Now two years ago, when the matrix came out, as regards the supervisory board and the qualification of the individual members, I complained that there wasn't enough Automotive expertise in it. Through the spin-off of Automotive last year, I said, "Well, more rubber expertise needs to come into the Board." This year I will come up with the next demand and say, more tire expert know-how needs to come into the supervisory board. Unfortunately, I cannot see it right now. If I drill down even deeper, I would say it would actually also be nice if the tire know-how would not just be on Research and Development or Marketing or Logistics, but would actually be about the area that was my line of expertise or my line of work, namely Manufacturing. Why should there be a focusing of the supervisory board?
The supervisory board is not only supposed to control the company, but also support it and give advice and assume functions in that direction. If there is no expert know-how, where should this type of consultancy work come from? My appeal, my wish here, use the next opportunity, find people who are filling this type of gap, because Continental will need it. I can look to Porsche and say, well, they were so powerful and now, the way it looks like now is as if Porsche would draw down Volkswagen. Couple of problems happened, couple of things happened that would not necessarily have had to happen. If I look at the outlook that Christian Kötz gave us, UHP, lots of UHP, well, in particular in this area, things might go wrong as well.
I would be grateful if you were prepared for this right in time. Please don't turn this into a second Porsche case. ContiTech at the moment has a bit of a difficult position. Is it still in the company or is it more or less outside? People talk about pure play tires, the process is not concluded yet. Last year, people promised, yes, we will create three strong units, they are allowed to march forward individually. If I look at Aumovio, well, that looks more or less okay. My criticism is the staffing of the supervisory board. If I take a look at the Aumovio supervisory board, that has a really good position, they've done a good job. Such a supervisory board for rubber or tires, I would wish to have the same over here.
ContiTech numbers, I'm sorry, this is no criticism in the parties involved, but they don't really look good. I'm missing the direction. Where do you want to go to? Also, I looked at what was presented in October. You know, you presented to investors, couple of things were shown, lots of slides on logistics and what you can do there. 1 pillar was really falling short. That was personnel. There was just 1 page on it and not a lot of content on it. Looking to the future, saying you want to make more profit and generate more sales, well, that's only going to happen together with the staff.
If you then have a program, say, yes, we want to push forward, there's hardly any point, anything pointing out in concrete terms how you want to handle the staff, then that's really quite weak. You would actually need to do some additional work in that area. In this context, fast decision-making and degree of involvement of 81% needs to be mentioned. When I buy a product, I have to say, well, if they have a good, if they receive good comments, you can use them or buy them. The important thing is not to look at the 81%. You have to look at the 19%. The 81, you can't really learn a lot from them, you know.
The big direction seems to be okay, but what happens on the other side, those who are not that satisfied? The danger with these nice numbers with 81 is you think, oh, everything is okay. Maybe look into this again and see what do the 19% say and what can we learn from this, and what do we have to make differently, and what do we have to do so that the 19% would fully buy in and would make sure that there is a good result. I have another question. On page 315, you say EUR 15 million were paid out to board members, former board members and their relatives. Last year it was EUR 9 million. Provisions were made of EUR 161 million. Last year, EUR 147 million.
My question, how many board members or how many people does this go to? You can, you know, calculate as to what this means, what kind of pensions we pay for former board members. I find it quite good that this has been changed, that there is a cash contribution for pensions and board members have to do it themselves. That's much fairer and does not move numbers up that much. Ms. Soussan, you said you are close to the business. You have understanding, and you understand the business. Well, that's what I wish for you, to be close to the staff. Yes, that's important because at the end of the day, all results are, all results come about because of the staff working.
You can give them good instructions so that they deliver good results, or you can offend them and that leads to people, at least internally, saying goodbye to the company, and that won't lead to improved numbers. Everyone who is in positions with responsibility, I wish you all the best and thank you so much for your attention.
Thank you very much, Mr. Janotta. We have another request for the floor. Mr. Hamachek, you have the floor.
Thank you. My name is Frank Hamachek. You just heard I'm shareholder from Hamburg. First of all, I can't say this often enough, thanks so much for having organized this in such a way that we meet in person, that we don't have to sit in front of our computers, and I think this is something that we should have in future too. No virtual annual shareholders meeting, please. Right. Back to the roots. Of course, I'm wondering, is that a step back or is it one step forward? For some reason we moved away from the roots, but I think there has been an explanation as to why this no longer works.
There used to be a company called Phoenix in Hamburg that then entered ContiTech. It's also being sold at present. Tires are the only thing that remains. I heard a lot about high-tech tires, UTC or something like that. Now I'm wondering, is that really our development? Only high-tech tires, only SUVs, only export to China. Well, that went wrong. I mean, colleagues from Porsche and Volkswagen have highlighted this. Can we also produce mass tires once again? Where's the development going if we only concentrate on tires? Ms. Soussan from France, well, her introduction was very impressive, I thought. She's very close to the tech business. I think Ms. Soussan, we used to be colleagues. I was with Airbus in Hamburg at some stage. I was always annoyed when I saw the aircraft standing there.
I mean, I was a Continental shareholder back then. The tires, the Michelin tires that I saw, Goodyear and so on, there was never Continental on the aircraft tires. Apparently there are no aircraft tires that Continental produces. If we go back to the roots and tire production, wouldn't this be an idea? Because it's high tech and it's close to high technology. This would be some kind of motivation for you. I think that's about all I wanted to say. I wish us all the best of luck in order for us to be successful. I hope that we'll meet here again on site and in person next year. Thank you.
Thank you very much, Mr. Hamachek. Now we're coming to the answers to the questions. We will proceed in the sequence of the requests for the floor. Mr. Kötz and your team, you are going to go first.
Thank you very much, Professor Reitzle. We'll start with the questions of Ms. Jäne. Ms. Jäne wanted to know about the friction losses in the new realignment of Continental and the adjusted financial figures and the profit and whether everything is pointing into the same direction. I would answer as follows. Continental in the future will be a pure-play tire manufacturer in the future, focusing on added value profitability, cash flow, and a robust business development. All groups will stand to benefit from this resilience. I tried to make this clear in my speech. Of course, the realignment, it is an intensive and challenging task, in particular for our employees.
At the same time, we're of the firm conviction that the group sectors are now more independently positioned and can now better use the future opportunities on the market. Continental in the future will be a tire champion with a strong brand. Despite volatile markets, the tire business has developed in a stable way in the past few years, and we could benefit from particularly efficient processes, a high degree of customer focus, and a strong technological portfolio. A high degree of quality is proven by numerous awards in independent tire tests. In March this year, Continental was awarded at the Tire Technology International Awards for Innovation and Excellence for the second time. It ranked second. Also as a pure play tire manufacturer, we still see growth potentials, especially in the regions Asia-Pacific and Northern and Southern America.
The production capacities are being expanded in a targeted way in these regions. The basis for the expected sales and margin increases apart from portfolio optimizations is the continuing trend to larger and more highly performing tires, continuous efficiency increases, and high degree of cost discipline. When it comes to the substance of Continental, we think that it is strong and being strengthened in the short and long term, and the path for profitable growth is, has been paved. Ms. Jäne also wanted to know about the competitive advantage in the tire segment with a view to Chinese competition. Basically, we are concentrating on the premium tire segment, and of course, we're affected increasingly by imports from Asia in the so-called budget segment. We're continuously investing into our technological competence and into our brand.
What is important here that our business is based on long-term grown customer relationships with retailers in different sales and distribution channels. We have sales representatives. We have retailers who we visit several times a year, and we support them in their task in marketing, in planning, stockpiling, and in training. This is an advantage that others have to build up, first of all. We have a high degree of diversity in our products, despite a high degree of complexity with more than 14,000 items in Europe. I tried to explain this. We can ensure that a tire that is ordered today can, for the most part, in 90% of cases, be delivered the very next day to the destination.
We have a closely meshed network of local distribution centers in many countries and have a high competitive edge compared to Asian importers who are dependent on mediators for the distribution of tires. Combined with a strong product portfolio, we have a clear added value for our customers, which makes us very optimistic when looking into the future. We're also working intensively on our own costs and our product portfolio in order to optimize our profitability step- by- step. Ms. Jäne, you also asked how Continental wants to defend its competitive edge in the area of electric vehicle tires if Asian manufacturers have vertical integration and set their sights on local partners. Well, electric vehicles are heavier and have stronger acceleration, they have new technological requirements when it comes to tires.
This is an advantage for tire manufacturers with a high degree of technological expertise. This is the expertise that we have. We have a strong product portfolio. It already supply 17 of the 20 highest volume electric vehicle manufacturers with tires, also manufacturers from the Asia-Pacific region. We also concentrate very strongly on the premium tire segment, therefore, we are less affected by the increasing imports from Asia in the so-called budget segment, so that we are optimistic that we can keep our position or probably even further expand it. Ms. Jäne talked about, mentioned systemic advantages. Here, once again, Continental is focusing on the premium segment, while Asian suppliers work in the other segments. Independent tire tests confirm quality differences, the high degree of approvals of automotive manufacturers for OEMs underlines our technological edge.
Tires are a highly complex product that, apart from technology, also require brand, industrial production, supply chain, and a high-performing distribution network, particularly in the premium sector. Particularly when it comes to this growing complexity because of different vehicle concepts and requirements of automotive manufacturers, Continental is perfectly positioned and sees a clear competitive advantage that cannot be copied in the short term. The network in tires can also make its contribution. But we think that the other factors are even more important than that one. Another question by Ms. Jäne. What about the unique selling process if you have the Chinese manufacturers on our doorstep producing in the market for the market? As I mentioned before, we already supply 17 of the 20 highest volume electric vehicle manufacturers and manufacturers from the Asia-Pacific region.
Our unique selling point is the concentration on premium tire segment, and we are less affected by developments in the so-called budget segment, so that we're confident to maintain or further expand our position in particular because the Asian vehicle manufacturers are setting their sights on premium tires. If you look at BYD's sales representations, you see that very clearly. Another question by Ms. Jena concerns the pawning of shares of the IHO Verwaltungs GmbH and how this will have an effect on the stability of the ownership structure. I can tell you the pawning of shares by IHO Verwaltungs GmbH has no influence on the ownership structure of Continental AG. Another question from Ms. Jena.
After a specific presentation of the risks and the response of Continental to the ever-increasing competitive pressure from the Middle East, Continental is focusing on the premium segment, whereas Asian providers are active in the premium segment and the competitive field is unchanged there. Independent tire tests confirm that there are clear differences in quality between budget and premium tires, and the high degree of approvals of automotive manufacturers for the original equipment of their vehicles underlines their technological edge. Tires are a highly complex product. Apart from technology, brand, industrial manufacturing, supply chain, and highly performing distribution networks are required, particularly in the premium area, and I mentioned that before.
Particularly when it comes to this increasing complexity by different vehicle concepts and requirements of automotive manufacturers, Continental is in a perfect position and therefore sees a clear competitive edge that is can't be copied in the short term. Another question from Ms. Jäne to me. You wanted to know about the effect of the EUDR, the European Deforestation Regulation, on purchasing prices in 2025. The added costs from EUDR amounted in 2025 to a significant two-digit million EUR amount and were below 1% of the raw material purchasing volume. Ms. Jäne, you also wanted to know about the increase of EUDR in the procurement cost increase and the premiums related to EUDR that were paid to producers of natural rubber in 2024 and are at the level of 2024 and didn't increase in 2025.
The increase of procurement cost of natural rubber in the tire segment resulted from higher values on the world market. You also wanted to know about the traceability of natural rubber, and you wanted to know how high this share should be until 2027 in order to not run into any risks in terms of amounts and compliance risks for their production and supply capacities with regard to the EUDR compliance. The EUDR-relevant amounts of natural rubber can be traced for tire production already. You also wanted to know about audit safety of EUDR data and how the liability risks could be avoided. Continental, as a co-owner, is using Rubberway, amongst others, in order to support suppliers in geomapping their farms and in order to exclude risks at a very early stage.
For every supplier of EUDR natural rubber, Continental carried out an on-site audit therefore also did spot checks in the upstream supply chain. When it comes to data management of EUDR, Continental uses specialized software provider who verifies, with the help of satellite data, the premises, the parcels or the areas regarding different risks. If there are any deviations, Continental requires suppliers to bring further evidence. If this is not done correctly, these suppliers are taken out of our portfolio. That brings me to Mr. Welzbacher.
About the earnings power of the tire business. The decline in 2025 was significantly characterized by tariff charges and Forex effects. Operationally, however, we have performed extremely well. Now looking ahead, what we target is to bring our profitability into the upper half of our target corridor of our middle-term targets. Now, a number of measures have been implemented to this end. In addition to this, the replacement tire business has a high level of resilience and also steady cash flow. Cash inflows, in particular from operational activities, are very important so that we can maintain a sustainable dividend.
Against this backdrop, the executive board believes that future dividend policy will be within a payout corridor of between 40% and 60% of Group profit before non-cash accretive one-off effects. We believe this will be very reliable, even if we have a strengthening of the balance sheet and also a decline in our net financial debt.
Ms. Jäne also asked for the increase in the dividend was an honest reflection of optimism and whether the dividend strategy is a reliable and stable one. The interest in our investments at Continental is a core focus. When it comes to the dividend for fiscal 2025, we have accounting one-off effects from the transformation amounting to around EUR 1.2 billion, having a negative impact on net earnings. These are not accretive to adjusted EBIT and are not cash accretive. What this means is that they have no impact on cash flow. Our dividend policy allows the influence of non-accretive one-off items on to be paid out in terms of net earnings and then be factored out of the calculation basis for the dividend payment.
Which means that as part of our dividend policy, we're able to pay out a ratio of 40%-60% of group profit. Continental is going to be a pure-play, resilient, and focused tire company generating strong cash flow with high margin potential and a solid balance sheet. At Continental AG, what we are targeting is an attractive valuation and return on capital. Our focus in this policy will remain on dividend payments in the future and at the same time reducing our net financial debt. Ms. Jäne also asked about the current situation and how it will impact our growth expectations for the fiscal year, particularly our margin planning and what the alternative scenarios are, which Continental is looking at. The forecast issued in March for fiscal 2026 does not contain any one-offs from the military conflicts in the Middle East.
That said, the current developments in the world economy do, of course, create additional uncertainty. This is reflected, for example, in the future market performance and also increased purchasing prices, most notably for oil and oil-based products. In addition to this, we're in wait-and-see mode to see whether any relevant supply bottlenecks could come about. That said, in the past, Continental has proven time and again that when confronted with challenges of this nature, it is able to cope. Against this backdrop, we are optimistic we'll be able to successfully master these challenges, and at the moment, we see no necessity to adapt our forecasts. Should you wish to see any further details about this, we would like to refer you in to the publication of results which will happen next week. Now I will hand over to Professor Reitzle.
The last question from Ms. Jäne. I will answer this for you. She has asked why no contributions have been made by the individuals affected to the settlements relating to the diesel issue. The main reasons why no contributions will come from the individuals affected is the parties who are counter to the settlement are only guilty of organizational failures and negligence, but there was no active and intentional misconduct, and therefore, getting them to pay and then getting them to pay would have been very expensive and difficult. All of the counterparties have said, they've emphasized that they bear no responsibility. If Continental did assert it, try and assert the settlement, then it would have put the overall settlement at risk and would have required a lawsuit.
This would have led to significant delays and also a litigation cost, which would have been significant for Continental. The outcome of the proceedings would also have been uncertain and when it came to Mr. Schaeffler, we managed to achieve a reduction in the amount for Mr. Schaeffler. We will move on to the questions by Mr. Retkowski. We'd like you to begin with this please, Mr. Kötz.
You asked whether the spin-off of Aumovio has concluded from an operational perspective and whether you managed to successfully close the Continental sale. The spin-off of Aumovio was originally concluded on the date of September last year. At the moment, there were only isolated, time-limited service and a supply relationships which are ongoing.
The relationships are addressed as part of the originally agreed transition provisions and are limited to clear operational interfaces in selected areas and at individual sites. They serve exclusively to secure a stable conducting of business. The lion's share of service relationship will conclude as planned in June 2026. There are only two services related to IT, which will continue to the end of 2026. Rental arrangements, sites in Hanover, Contidrom, Stöcken, and Ahlem, as well as established supply relationships, will continue to the end of 2020. An extension or expansion of existing service relationships beyond the agreed terms is not foreseen. When it comes to ContiTech now, the structured sales process was initiated at the start of the year, we anticipate signing around the middle of this year.
This would put us in a position where during the course of the year, we will be able to conclude the sale. One thing I'd like to point out here is that the point in time of the closing depends on various factors, such as approvals by antitrust authorities, which we only have a restricted influence on. Mr. Retkowski, you also asked about the impact of the economic developments on the operative business of Continental. The current developments in the global economy and at geopolitical level bring a certain level of uncertainty due to the current market performance, as well as increased costs and purchasing prices for oil, in particular, and oil-based products, as well as for energy and freight costs. Continental in the past has proven time and again that it is able to cope with such challenges.
One example here, the necessary adaptations were possible to adapt to the effects from the Ukraine conflict or the tariffs which were introduced last year. Against this backdrop, we are optimistic that we'll be able to manage the challenges successfully that we are facing at the moment. The dependency on the performance of the German and also global automotive industry has been addressed with the spin-off of Aumovio and the sale of OESL. For further details, we would like to refer you to the publication of our results for the first quarter of 2026 that will be published next week. Mr. Retkowski also asked why the name of the former general counsel was absent, while the names of the board members who were affected are stated. Mr. Retkowski also asked why no claims have been made against the general counsel.
This is my answer to this question. The mention by name is not required in the view of Continental. At this time, there was only one individual held the general counsel, and this was the Chief Compliance Officer. The Board, executive board of Continental, due to the diesel issue, has also asserted claims against the Chief Compliance Officer. As in the case with the former board members and also with the Chief Compliance Officer, they are also incorporated into the D&O insurance claims and are, thus, dealt with fully, in full. Mr. Retkowski also asked what was included under other insured parties and how many people are affected and whether this was the subject of public prosecution investigations.
As I said in the introduction, Continental has a D&O insurance which covers current and former managers, members of different bodies, and people in management positions. It provides insurance coverage for the event that there is a violation of duty and should any claims be levied resulting from their activities or should any official investigations be introduced against them. According to public reporting, there is still a legal case pending against Karl-Thomas Neumann and three former employees who are included under this term of other insured parties. Continental is not aware of any other investigations ongoing. Mr. Retkowski also asked what the deductible adequate costs related to with the separation between Continental and Vitesco and what these were as a share of the actual costs. This is my response to this.
In September 2024, Continental and Vitesco came to the conclusion of how they would distribute the legacy costs from the diesel issue. Vitesco said that they would pay EUR 125 million to Continental, while Continental would foot the bill for any claims against third parties. Continental, with these revenue, with the proceeds, would cover the ongoing legal costs, and then the remaining amount would be shared, distributed equally between Vitesco and Schaeffler and Continental. Continental has a low single digit millions figure, which has been spent and expects that these costs will fully be footed by Vitesco and Schaeffler, and the deductions will be possible.
Mr. Retkowski, you also asked what the share was for the settlement for Continental following the deduction of the amount which is footed by Schaeffler AG and Wolfgang Schäfer, how much would need to be paid and what the share is of the overall settlement. This is my answer to this. Deducting the amount to be paid by Schaeffler, Continental, the figure including the amount for the settlement of the legal costs from the settlement is around EUR 22 million-EUR 24 million. Looking at the overall damages of EUR 300 million in the agenda, also take into account the payments already made by Vitesco amounting to EUR 125 million. This corresponds to around 13%-14% of the residual claims which total EUR 175 million.
The payment to Mr. Schäfer does not relate to the amount which is still to be paid out. This has nothing to do with the settlement amount and was also underpinned by the provisions that were made. Another question for Mr. Retkowski was about the works. Was why the work done by the previous legal advisor was insufficient, and what the results were or the flaws from the initial investigation. You also asked whether we were looking to come to a settlement with the original legal advisors. You also asked what the result was of the second internal investigation relating to violations of duty and what the amount of the compensation claim to EUR 133 million was for the origin. Or the, what the composition is of the amount for the legal counsel.
In 2021, the supervisory board conducted an internal investigation for which it recruited Skadden. The supervisory board and the executive board evaluated the impact on the share price and also civil and labor based legal provisions. On this basis, Continental decided that litigation would be required and has pursued it accordingly. Continental looked to come to a settlement with the legal advisors, the out-of-court discussions did not bear fruit.
Now, the pursuit of claims is based on the finding that the original legal counsel in the context of the diesel issues started in the year 2050, and again, as of 2022, that the advisor did not fulfill their legal duties, did not conduct a full and formal investigation, and that the results of the investigation report were unacceptable, they were not correct, and they were not later corrected. Please excuse us, because at the moment, with the proceedings that are ongoing, we're not able to provide any information, particularly any information about individual components of compensation. That brings me to the end. I'll hand over to Roland.
Mr. Retkowski would like to know about the dividend policy following the transformation of the company towards a pure-play tire manufacturer and whether there will be any changes as a result of this transformation. He also asked whether following the sale of ContiTech, a one-off dividend will be paid. At the moment, Continental is trying to offer an attractive dividend to its shareholders for their investments. The dividend is a significant component of the standard that we set ourselves. Simultaneously, all capital allocation decisions are made with the objective of generating maximum value and ensuring that the balance sheet remains healthy. On the 12th of March, 2025, at the supervisory board meeting, the executive board and the supervisory board agreed on a dividend policy following the spin-off of Aumovio.
The objective of this is to increase the payout from 40%-60% of consolidated profit, rather than the previous level of 20%-40% to Continental shareholders. The status remains unchanged relating to a one-off dividend from the proceeds of the sale of ContiTech. Following the sale, the payout of a one-off dividend, as well as share buybacks from the sales proceeds, will be examined. Now I will hand over to Professor Reitzle.
Thank you very much, Mr. Welzbacher. I now have 15 questions that I would like to answer, and the answers will be long. I would like you to prepare for this mentally, this will take some time. Mr. Retkowski of the SdK asked whether in the settlement with the diesel issue is only about the test, the test detection or the thermal window as well. I would like to answer to this as follows. In the report of the supervisory board and the executive board, the diesel issues is comprised of the development, the installation, the sale, and other use of specific software functions in the engine control.
Amongst this, in the engine EA189, 1.6 liters of Volkswagen and other engine controls that had deviations between emissions in the test state and the real state and all connecting situations, especially the investigation at Continental after the publication of the notice of violation through the U.S. American Agency, the Environmental Protection Agency, on the 18th of September 2015 against Volkswagen. Mr. Retkowski of the SdK also asked what the method was that the society used in order to check the scenarios in the company, what the assumptions were, and what the probabilities were for these assumptions to become true. My answer is this: The company for these cases has a usual process risk analysis, and we did that.
The most important thinkable scenarios were checked here on the basis of publicly available data and data on experiences. This regarded the liability, the basic liability, the amount of liability, and the coverage through the insurers. Regarding costs and length of these proceedings, the executive board and the supervisory board came to the result that the settlement is in the interest of the company. Mr. Retkovski of the SdK asked whether the insurance sums of the insurance programs were fully used although the covered sum of EUR 400 million still exist. Mr. Retkovski also asked whether the negotiation result was good.
Continental has gained a result that most publicly known liability and coverage settlements of the past that goes beyond these when the settlement sum in relation to the damage from an economic perspective. We need to make sure that Continental is doing a settlement payment gained from Vitesco and damage payment. Goes beyond the results of the past when we have the settlement sum in relation to the damages done. From an economic perspective, we need to regard that Continental has received a payment by Vitesco and another damage payment. The use of the covered sum was decided on in order to document that regulating the diesel issue was completed thereby for the insurers.
In cases like these, the usual rule was made by the insurers on the coverage. This rule was acceptable for Continental because this only relates to the insurance program for the year of 2020. For this year, there are no insurance cases, and no more cases can evolve because the claims made principle is in force, and this applies to cases from the past as well. Mr. Retkowski of the SdK also ask how this settlement can be regarded as adequate without looking at the asset relations of the individual persons. Mr. Retkowski also asked who the legal consultants were for the Continental AG for this settlement. The answer is the following one: Continental came up with a negotiation result that covers most publicly known coverage and liability settlements of the past.
When the settlement sum is in relation with the damages done, Continental did not push forward any own contributions because the form of executive board members only regarded organizational exceptions and neglection. At the same time, Continental is hereby guaranteeing a timely and sure flow of cash from the D&O Insurers. The asset situation of the defendants did not play a role. The supervisory board of Continental was consulted for this by Skadden. Retkowski of the SdK also asked whether the amount of the damage of the diesel issue of about EUR 300 million corresponded to the actual sum of the entire damages. He would like a distinguishing of the individual parts of external costs.
Mr. Retkowski also asked whether in the EUR 300 million internal costs were also included, and what the amount and the type of these internal costs were. Well, my answer is that the EUR 300 million is the actual amount of the entire damages. Fines and proceeding costs amounted to just more than EUR 110 million. The overall costs of the internal investigation of the supervisory board amounted to EUR 132 million. The residual damages is component compounded by costs for the investigations and the defendants. Mr. Retkowski of the SdK also asked how about the amount of the coverage sum if the claims pursued were covered by the announcement of the year 2022 and were not, were not covered by the matter exception.
My answer, the claimed, the claims pursued, were part of the assurance period in 2020 and with a covered sum of EUR 400. There was a specific matter exception that Continental and the D&O insurers only evaluated on the 1st of June. Retkowski of the SdK also asked whether the compensation against other insured persons was distinguished enough and whether against the other insured persons there were simply no current claims or no claims at all because a breach of duty had simply not happened. Answer: The settlement creates a sort of legal peace between Continental, the persons insured, and the insurers. When it comes to the diesel issues, the settlement includes the pursuing of claims of the company against insured persons and the D&O insurers, this is excluded.
This only regards damages that the insured persons have done together when they were doing their job for Continental together with the diesel issue. The pursuing of the claims. In the combined report of the supervisory board and the executive board is included what the actual claims of the supervisory board and the executive board were identified. The executive board of Continental has identified for individual former employees below the executive board level. Mr. Retkovski of the SdK also asked why it makes sense to complete the settlement now and not wait until the current proceeding against the former executive board members will be completed. He also wants to know whether in the case of a criminal law sentence against the former executive board member Neumann, there will be new claims against these that can be pursued.
The answer is that the settlement creates a legal peace between Continental, the insured people, and the Insurers when it comes to diesel issue. Waiting until the completion of the proceedings will not improve the situation of Continental. Should the legal claims regard a negligent crime of executive board members, the D&O Insurers would come up with a ban on a coverage settlement for this. The settlement against the backdrop of this risk, this settlement is a success on Continental. By doing this, Continental can avoid that these proceedings will have a negative influence on the damage claims for Continental. Waiting would not be an option.
Mr. Retkovski of the SdK would like to know whether there's no own contributions of the executive board members and why these are not claimed after the company has assumed breaches of duty and the damages that were done to the company exceed the payment by the insurers and why this is adequate. The answer is that the main reasons for not doing own contributions is that the executive board members only are only accused of organizational breaches, but no active and no negligent action. They are not accused of these and pushing these through is very expensive and comes with a lot of effort. They have said that they have no responsibility when Continental would have pushed through own contributions of the defendants. Continental would have risked the entire settlement.
Mr. Retkovski of the SdK also asked why, in case of a failure of the settlement, when presented with a title, an enforceable claim for the private asset and the pensions, why that is not going to happen. Answer: When in the common report of supervisory board and executive board, we published that the clause that was mentioned is a general formulation but can only be applied to the former general counsel and chief compliance officer. After this clause, Continental. A waiver of this type would against the former executive board members, would only come into force if the annual general meeting agrees. Mr. Retkovski of the SDK also asked why the costs for the criminal defense of Wolfgang Schäfer have not been covered by the D&O insurance.
The company, when it comes to Mr. Schäfer, in this saw the main reason for covering the costs and why after a termination, especially after paragraph 170, part 2 SPO, the preconditions for coverage were there. Answer: Former executive board members in these situations generally have a claim for payment by the company. The supervisory board had negotiations with all executive board members affected on cost coverage negotiations. Such cost coverage agreements include back payments for these cases.
Mr. Retkowski asks why the company, when checking claims against former and acting members of the supervisory board, have used the same law firm as when they checked the claims against former executive board members, whether they were not concerned upon any potential collision of interest. The company, when checking claims for damages against former or acting members of the supervisory board, not use the same law firm as when checking claims against former executive board members. For the supervisory board of Continental, Skadden has checked claims against former and acting board members. Glade Michel Wirtz Law Firm has checked for the executive board of Continental as to whether the company has claims against former or acting supervisory board members.
Mr. Retkovski asks whether Continental were prepared to disclose the expert reports that check the potential violations of former board members and former or acting supervisory board members, and give some insight into this. Presentation of expert reports will not happen. Continental has provided the major content of the expert report that is necessary for an informed decision of shareholders, put it in the invitation for the AGM. Mr. Retkovski of SdK asks when the supervisory board, after the investigations for the first time, had indication that the company was participating in the production of manipulative defeat devices, and through whom the supervisory board received this information. We understand the question like this, when you talk about investigation, you mean the search activities that happened in the year 2020. I can answer as follows.
Only in May and June 2021, the supervisory board got information that the Public Prosecutor's Office of Hanover were asking three supervisory board members as witnesses. Mr. Retkowski from SdK asks what kind of hints or information this was, and what the supervisory board then, after having received the hints, done in chronological order. I can answer. The supervisory board, among other things, received information that staff members of Continental were participating in the development of impermissible defeat devices. It received information that on these questions for the former legal advisors for the executive board and the examinations that they carried out were not sufficient. The supervisory board took this very seriously, and therefore, in June 2021, initiated its own internal examination.
For this, they asked Skadden to do this, and Continental also changed the law firm for the company. supervisory board and the executive board took the findings from the Skadden examination and also took a look at the civil proceedings law and the labor law. On that, the Continental decision was taken. I hand over for the further asking, answering questions to Mr. Kötz.
Right. We are talking about Mr. Schmitz question. Mr. Schmitz, you asked about the future setup and the changed risk profile. Continental consistently works in risk management and perceives its role as a pure-play tire producer and focuses on the targeted and adequate design of the company.
This includes a stronger integration of governance risk and compliance processes in order to ensure efficiency, effectiveness, and effective risk control measures derived thereof. Mr. Schmitz, you continue to ask us for risks that Continental in the future will no longer have. With selling the parts, the automotive part of the company, Aumovio today, and Original Equipment Solutions, OESL, of ContiTech, further major risks have clearly been reduced. This means, in particular, the so far market dependency in sales with OEMs, risks from market trend, market trends and developments, that influence the demand for products and systems of Continental substantially. The cyclic nature of the automotive industry and the dependence of the right and time development and market introduction of products. Mr. Schmitz from DWS ask how the supervisory board, with a view of the claims the former legal advisors would proceed.
Continental, represented by the executive board, pursues claims for damages against the former legal advisors in court. The procedures are in a very early stage. We ask for your understanding that Continental, with a view to ongoing procedure, will not give you any further information. Mr. Schmitz continues to ask whether there are concrete ideas to have the AGM 2027 in a virtual format and how coordination between the Board and supervisory board happens. As to how we will do the AGM next year, we cannot tell you today. We, since 2024, for the third time, we have an in attendance or in-person AGM. With this, we show that the major conclusions of last year's on structural measures and on elections in the supervisory board, we do not want to have in a virtual format.
However, we want to keep our flexibility to act specifically and by looking at the individual situation to come up with a decision to have the AGM as a virtual meeting, for example, in those years where the agenda doesn't have any specificities. As a executive board, we will keep in mind the interest of the company, but also your interests as our shareholders, and also the amount of work and the costs. Coordination between the executive board and the supervisory board happens as is tried and tested in the framework of corporate governance and the articles of incorporation of Continental. Mr. Schmidt continues to ask how robust the clause of the legal location vis-à-vis U.S. American courts is and what kind of disadvantages there are for the change of article of incorporation if Hanover would be the place of first instance.
We generally take it that the clause in the articles of incorporation will be accepted in the United States. As to whether such a clause would be as deemed to be applicable in the court in question is up to individual decisions. U.S. American courts in the past have already accepted these clauses in European companies, and shareholder lawsuits were rejected. Concretely, the Supreme Court of the State of New York needs to be mentioned in the case of a clause to the benefit of Swiss courts. In a number of articles of incorporation of DAX companies, we have similar clauses.
This clause, the place of jurisdiction, mean the place of jurisdiction is the place of the headquarters of the company in any type of litigation with the company or with their organs. For mere German matters, it does not move away from the legal normal case. In the case of international matters, from our point of view, there are no disadvantages. The clause for Continental Aktiengesellschaft offers the advantage that the cases can be focused on a certain law court and that the applicability of foreign courts can be excluded. It can be avoided that a law that a suit is handed into a court that is not as close to the legal situation and efficient proceedings cannot be guaranteed. I hand over to Roland Welzbacher now.
Mr. Schmidt of DWS asks which effect the selling of OESL has to the ongoing business. With the closing beginning of February 2026, Original Equipment Solutions no longer is part of the consolidation circle of Continental. The sales and operating result effects from group point of view are not of such a significance. Moreover, we have included these effects in the expectations for our financial year. Therefore, there is no need for adaptation the guidance. From the transaction, furthermore, a valuation-related negative special effects come in and through the contract there are various free cash flow effects. For the ongoing fiscal year from the sale of OESL Net, there is a cash-out effect in a higher two-digit million area. The contribution is the liquidity that was available at OESL at the point of time when it was sold.
It was included in the purchasing price mechanism, and it does not constitute the purchase price of OESL. We would like to ask for your understanding that because of existing confidentiality agreements, we cannot disclose any further details. I hand over to Professor Reitzle.
Mr. Schmidt of DWS asks in the context of item of the agenda 9 which clawback regulations were available to the supervisory board in order to come up with claims of paid out or granted remuneration vis-à-vis ex-board members. Of the relevant contracts, only the contract with Wolfgang Schäfer contained a so-called clawback rule. Continental came up with a result that the re-prerequisites of the compliance clawback regulation was not available. Continental would have had to suppose that Wolfgang Schlee-Schäfer knowingly, intentionally misused his obligations for gross negligence.
No insurance cover would have been there for through D&O policy. Mr. Schmidt of DWS continues to ask for existing relationships, business relationships between Continental and Stadler or Henkel, and if so, to what extent they exist. I can give you the following information. Information by the executive board is this: ContiTech delivers air springs to Stadler Rail AG. The result of this is sales in the lower one-digit million EUR area. We have a business relationship with Henkel. We buy cleaning agents and glues in a marginal sales volume. Thus, I hand back to you.
Would we ask further questions? I haven't seen them. There is a new one. Okay. Right. Mr. Karl Otto Masche, can I ask you to ask your questions before we continue answering the questions? [Foreign language]
[Foreign language] Reitzle. Professor Reitzle, Mr. Schaeffler, Ms. Soussan, supervisory board members, Mr. Kötz. [Foreign language] Dear shareholders. I am an engineer. My name is Karl Masche, and I come from an era where there was a consultancy firm consulting the Siemens AG. You have paid sums. You got the money back for the timeframe for one year. Why haven't you created kind of dead capital? Question two: Wouldn't it have been simpler to create jobs in the U.S. at short notice? Which influence has the new plant in Mount Pleasant on the tariffs? The advantage would have been those who pay, don't pay tariffs don't need to claim them back. Advantage to those who create jobs from the profits in the U.S.
maybe can pay higher dividend, one between EUR 0.01 and EUR 0.05 or EUR 0.01 and EUR 0.20. That would have been the advantage. Those are the questions that I want to ask. Thank you.
Thank you, Mr. Masche. We will continue with answering the questions, and at the end, we will answer Mr. Masche's question. We have the answer to Ms. Zimmermann's question. You asked how we handle the increased raw material costs and the influence of the competitive situation. Volatile raw material prices are markedly driven by the development of the oil price. They are a challenge which we regularly encounter. What we want to do is, in a changing situation, we always want to strike the right balance, the optimal balance from volume and price mix.
Our measures, and with mix, we mean the mix of the goods that we're selling. Our measures, moreover, include also our own cost savings and further approaches to optimize. In order to act differently in regard to the general procurement market, Continental, among other things, works with different suppliers that in the different world regions have different price parameters. We use different price formula, contract times, and use differentiated negotiation approaches. Furthermore, we work with a broad supplier bases to have supply security, competition, access to innovation and sustainable products and other factors. We regularly look at the market for new supply options. With this approach, we have a very professional setup, and we don't think there will be disadvantage whether we are competitors in the procurement market.
I would like to ask for your understanding that moreover, we can't speculate on the strategy of our competitors, and we won't do so in the future. On the question of the tariff policy and how we handle this, I would like to answer this. Continental looks at the developments in the U.S. policy very well, and we are prepared on the current situation and potential changes. Our production capacity in the truck area in the United States is at about 90% of the local demand. In the passenger car area, it's more than 40%. Our strong local production bases in North America is supported by imports mainly from Europe, is thus a structural advantage vis-à-vis many competitors, in particular from Asia. Because of the high share of localization, even with reduced U.S. tariffs, this is not going to change.
The precise effects always depend on the exact shape and change of U.S. tariffs and require an exact examination at the point of time of the change. Moreover, recent decisions of the Supreme Court, looking at the future and looking at the overall tariff burden through the U.S. have lower effects because, in particular, passenger cars are not involved in this and new interim tariffs have been implemented. I hand over to Roland Welzbacher now.
Ms. Zimmermann, you asked how we use means from ContiTech and whether a potential payout under today's market conditions can be done realistically, in what content and in what extent. Please let me give you the following answer. We stand by the statement that we made in the Capital Market 2025 on using the means for potential sales revenue.
Concretely, our planning says that a significant part of the net revenue will either be paid out in the form of a special dividend or through a combination from special dividend and share buyback, thus paying it back or giving it back to the shareholders. To this, we are providing the foundation by under item 10. We want to give the approval to the board to buy back shares. The sole purpose for this is to use sales revenue from ContiTech for this. Under current market conditions, despite geopolitical uncertainties, such a payout is realistical, and it's responsible, in particular because we plan to use the other share of the funds to strengthen our balance sheet. We will decide about the exact content at the point in time when that happens, it's clear the shareholders will be participating substantially in the sales revenue.
Ms. Zimmermann, as regards your questions on the margin development, I would like to answer the following. As a focused tire company, we confirm our midterm target of an adjusted EBIT margin of between 13% and 16%. The guidance of 13%- 14.5% for 2026 is a further interim step. It's not the final end of the development. The levers to further improve our development are clearly defined: strict price mix management, in particular in the premium and Ultra High Performance segments, further efficiency gains in production, as well as the targeted optimization of our portfolio and a consistent fixed cost discipline. What we want to achieve is we want, in the midterm, want to reach the upper half of the target bandwidth, and midterm means between 2027 and 2029. Here, we depend on the market environment.
The way here to go there has a clear operational roadmap, and I would like to hand over to Ulrike Hintze.
Right. Mr. Janotta, you asked how we make sure that all people feel involved and see to it that we have good results. In many ways, we are talking to our employees. Apart from our employee survey, we also are in personal contact across all hierarchy levels. One example here for is the Let's Talk format, where board members directly exchange their views with staff and discuss matters there. There's a question from Mr. Janotta as regards the number of former board members or their or the people they left behind. I can answer as follows: In 2025, pension payments gave to 30 former board members or their loved ones.
The entire amount of EUR 15 million includes pension payments and also payments for severance payments and other payments to other board members, as well, as well as payments for leave periods. I hand over to you, Christian.
Yes. I would like to talk about the production of airplane tires, a question by Mr. Hamachek. In the framework of our continuous before portfolio management, we regularly check the attractiveness of market and the potential expansion of our product portfolio. The market for airplane tires is highly specialized, strongly regulated, and is marked by a few well-established suppliers. Entering this market would require tremendous amount of investment and a long approval or authorization process.
Against this backdrop, Continental at the moment deliberately focuses on strong margin and scalable tire segment, and at the moment, strategically focuses on the established portfolio of tires for passenger cars, commercial vehicles, and industrial applications. But as we said, this is going to be checked regularly and time and again. Mr. Hamachek asks whether the strategy is just about high-tech tires and SUV tires, and where the further development as a pure-play tire manufacturer will go. Continental in the future, for the first time in its history, will be a pure-play tire producer, focusing on creating value, profitability, cash flow, and a stable business development. In addition, we will mainly focus on the growing and strong margin product areas. In particular, this includes the Ultra High Performance tires that now have a share of 62% of the sales of Continental tires.
This development, with the transformation towards electric drives and the trend towards SUVs, will be further continued. Electric vehicles require tires with adequate properties, among others, because of their high weight and the higher torque. At the same time, you see that we do not just produce UHP tires. We take it, however, that the sales of shares of standard tires will be reduced further. Our focus as a pure-play tire manufacturer in the future will be on our resilient business model, operational strength, and excellent products in combination with a strong brand and a clear customer focus. Thus, we want to grow in a profitable fashion and create further value in the interest of our shareholders. Yes, before we continue with answering, Mr. Hendrik Schmidt wants to take the floor. Please come to the rostrum, and then please ask your questions. Thank you.
Thank you. I just wanted to make sure that the last question that remains unanswered, that I asked doesn't remain unanswered regarding the participation or non-participation of some supervisory board members. I just want to make sure that this is going to be answered.
Oh, sorry. Yes, thank you for the comment. We will answer it. You can continue, Mr. Welzbacher.
Mr. Mascher, you asked about the period of U.S. tariffs that have to be paid back, whether we haven't created kind of dead capital. The emergency legislation of U.S. tariffs ensures that we have complied with our compliance regulations. If U.S. courts, the fact that U.S. courts would said that this would have to be paid back was something that we couldn't envisage at the time. You also asked about the investment. Oh, Mr. Nelles was now going to answer the next question.
Mr. Mascher asked about the impact of the investments in Mount Pleasant to the tariff burdens, particularly when it comes to ContiTech. We are investing in Mount Pleasant, an existing ContiTech plant, into the extension of production capacities, and we want to ensure that innovation and competitive capacity in our industrial product lines can be pushed forward and at the same time that the changing demands of our customers can be complied with. ContiTech also has an extensive local production in the United States, and against this backdrop, we expect from this investment there is not going to be any remarkable change in our tariff burdens. Well, there are two more questions by Mr. Mascher that we haven't answered yet, so we have to wait briefly for the answers. May I ask for a bit of patience on your behalf, please?
Actually, Mr. Hamachek wants to take the floor once again. Thank you very much for entertaining us in the meantime while we wait.
Thank you. Sorry, there was one question. I was talking about high-tech products. What I wanted to know about how this is going to go on. Another thing, there are so many subsidiaries, so Semperit and Barum, the Czech subsidiary. We still have those, don't we? What about those? Are they going to be doing high tech too? I mean, it's a low price segment as far as I know. That was something that I would like to know.
Thank you, Mr. Hamachek. You should have asked another question actually to bridge the gap. Our team hasn't progressed so far as to answer the questions that we still left unanswered. I'll use the time to answer the question by Mr. Schmidt that hadn't been answered so far. Mr. Schmidt, you're asking in which meetings members of the supervisory board could not be in attendance, whether resolutions were made, or whether there were instructions for voting. Ms. Dorothea von Boxberg wasn't able to attend in the extraordinary meeting on the seventh of April.
The subject matter of the meeting was the appointment of Ms. Ulrike Hintze to the executive board. A written vote was not there for this. Mr. Rosenfeld was also not able to attend the extraordinary meeting on the seventh of April and the third of June. In the July meeting, the supervisory board took resolutions on standard service contracts of the executive board members and the LTI tranche applications against the background of the automotive spin-off.
The suspension settlement of Philipp von Hirschheydt before moving to Aumovio was decided there and an internal capital measure was decided. A written vote was not in existence. Professor Nonnenmacher was not able to attend the extraordinary meeting on the 12th of September, where a resolution was passed on the diesel settlement. A written vote by Professor Nonnenmacher was in existence. You see that there were some extraordinary meetings that were convened at very short term, and supervisory board members were sometimes not able to attend those. Mr. Rosenfeld is CEO of a major company, so he can't be at every extraordinary meeting. We would like to ask you to understand this, please. We didn't have four, but eight meetings last year and further extraordinary meetings in other committees and a two-day strategy meeting.
I do hope you understand that when it comes to extraordinary meetings, people may not be able to attend because of other obligations. I think that's it for the moment. Yes, I would address the question by Mr. Mascher, whether it wouldn't have been easier to create jobs in the United States. in the short term, and we would like to answer as follows. Currently, it's not that easy to create jobs in the United States. in the short term. The labor market in the United States. is highly competitive, and we have to compete against other branches of industry, and our production capacities can't be increased in the short term in order to create other jobs at a large scale. The construction of another tire factory lasts more than three years for the first production stage to be reached and requires considerable means.
Long-term investments in of this type require secure economic framework conditions and no short-term opportunities. We are waiting for one more question, or rather the answer to that question. We have it here. Mr. Hamachek, you asked about the activities of our subsidiaries, Barum, and other subsidiaries such as Semperit. For these brands, for Barum and Semperit, we produce Ultra High Performance tires and also standard tires, and therefore reflect the demand of our customers. In these brands too, attractive UHP offers are being created. I think that was basically it. I can't see any further requests for the floor. Are there any more requests for the floor? That's not the case. All the attendees had an opportunity to ask questions.
Thank you, shareholders, for your comments, I would like to note that all the questions that were asked were answered, I conclude the general debate for today's agenda. That brings us to the vote on the resolutions of 2 to 13 that I would call to the vote now. I think there should be a signal now. Please take note of the fact that from now on, the authorization of the proxies, the companies and of the investor portals is not possible any longer. According to paragraph 20, Section 2 of the Articles of Incorporation, there's one vote to every shareholding and agenda 10, that's the appointment of a share acquisition of own shares requires simple majorities and additionally, the majority of 3/4 of the shareholdings represented, so that we require a majority of 75% of votes.
The resolutions on the other agendas, 2 to 9 and 11 to 13, require a simple majority. When voting on items 3 and 4 of the agenda regarding the approval of each individual member of the executive boards and each member of the supervisory board's actions for the fiscal year 2025 respectively, you may vote separately in individual votes. Likewise, we will conduct today's election of supervisory board members as individual elections under agenda item 8. You can therefore vote separately on the election of each candidate. Regarding the exercise of voting rights, I would like to point out, for the sake of good order, the prohibition on voting pursuant to Section 136 of the Stock Corporation Act.
If you are subject to a ban on voting under this provision of the Stock Corporation Act with respect to one or more agenda items, I ask that you abstain from voting on the relevant agenda item. Ladies and gentlemen, I would like to emphasize once again that the vote will be conducted using the subtraction method. For each proposed resolution, we will determine the number of yes votes by subtracting the no votes from the total number of attendees adjusted for abstentions. This means that all shareholders and shareholder representatives present who are in the attendance area and take no action vote in favor of the management's proposed resolutions. Their votes are therefore counted as yes votes for all proposed resolutions.
If, on the other hand, you wish to vote against the proposed resolution of the management on one, several, or all of the items on the agenda or abstain, these votes or abstentions will be recorded using tablets. Please remain in your seats and signal to one of our tellers by raising your hand to indicate that you wish to cast a vote or declare an abstention. Our tellers will come to your seat. Please also have your ticket ready as the code on your ticket will be scanned first to verify your identity. The agenda items, along with the respective proposals for resolution up for a vote, will appear on the tablet. Please carefully review the displayed vote and confirm it or make changes if necessary before confirming it one last time.
After you confirm, you will receive a message on the tablet confirming that your vote has been successfully recorded. Please note that once a vote has been confirmed, it can no longer be changed. For the record, I would like to point out that the votes cast by proxies of the company authorized by you or by banks or shareholder associations using a virtual voting card have already been entered into the system in advance in a voting instruction list. The actual casting of votes takes place upon approval of this voting instruction list by the respective proxy holders present or representatives of the banks or shareholder associations. In addition, the absentee votes have been entered into the system in advance. However, they will only be taken into account during the vote count if they have not been revoked in the meantime.
In order to ensure a consistent presence during the vote, I ask you not to leave the attendance area during the voting process. Voting via tablet takes place, as I mentioned before, exclusively here in the Kuppelsaal and specifically not in the corridors. I therefore once again ask the shareholders who are there or in the rest of the attendance area and wish to cast a vote or abstain to come to the Kuppelsaal now. Do you have any questions concerning this particular procedure? I will now put the administrative proposals regarding items 2 through 19 on the agenda as published in the Federal Gazette to a vote. Our tellers will now approach the shareholders and proxies who have gathered here in the Kuppelsaal to cast one or more no votes or abstentions and who indicate their choice by a show of hands. Please raise your hand.
The voting is hereby opened. Now, may I ask whether all shareholders and shareholder representatives who wish to cast one or more no votes or abstentions had the opportunity to do so? Okay, just please give me a sign when you're done. I'll just wait for you to give me that sign before I continue. Thank you. I've just received the sign that all shareholders had a chance to cast their votes. Is that the case, or is there anyone else who would like to cast a vote? Please raise your hand if anyone else wants to do voting. We'll now close the vote. The counting process will take about 15 minutes, and we will interrupt the meeting and resume the ASM once the counting has finished. Thank you.
[Break]
Ladies and Gentlemen, we have the results of the vote. I will keep this brief and only state whether it's been adopted or not, you on the screen should be able to see the exact results. Looking at the number of ratifications for the acts of the board of management and also the supervisory board for 2 to 13, I will take the shortened form. The detailed results will be shown on the screen behind me in parallel. They will also shortly be published on the website of Continental AG and are available for everybody to see in the investor portal in the documents section. We had the draft proposals for agenda items 5, 6 and 8 for the elections, supervisory board from the publication in the 24th of March in the Federal Gazette.
I announce the following results. For item 2 on the agenda, resolution on the appropriation of net income, the ASM adopted the proposal by the required majority. Item 3 on the agenda, resolution on the ratification of the actions of the board members for fiscal 2025. The ASM adopted the resolution for the following members, ratified the actions of the following board members, the current CEO, and then in alphabetical order. We've got Mr. Kötz, Ms. Hintze, Mr. von Hirschheydt. You can see it. I can read it more quickly. Mr. Nelles, Dr. Reinhart, Mr. Schick, Mr. Setzer, and Mr. Welzbacher. For item 4 on the agenda, the resolution on the ratification of the actions of the supervisory board members for fiscal 2025.
The following members of the supervisory board have had their actions ratified with the required majority. This is starting with the current chair of the board, which is myself, and then with the members listed in alphabetical order. Reitzle, Mr. Allak, Ms. Benner, Bock, Ms. Boxberg, Mr. Buchner, Mr. Dunkel, Ebenau, Grioli, Hartwig, Iglhaut, Khatu, Knauf, Kühn, Linnartz, Löffler, Neuß, Nonnenmacher, Nothung, Rosenfeld, Schaeffler, Schönfelder, Soussan, Tote, and Werner . I hope they're all on here. For item 5.1, resolution about the appointment of PricewaterhouseCoopers GmbH, auditor as the final auditor at the auditor for the contracted financial statements fiscal 2026. The proposal has been adopted with the required majority. For 5.2, the appointment of PricewaterhouseCoopers GmbH for the auditing of interim financial reports in fiscal 2026.
The ASM has adopted the resolution with the required majority. Item 6 on the agenda, resolution on the appointment of the auditor of sustainability reporting for 2026. This resolution has been adopted with the required majority. Item 7 on the agenda, resolution on the approval of the remuneration report adopted with the required majority. 8, selection of the supervisory board. Mr. Schaeffler and Ms. Soussan have been elected to serve until the end of the ASM when their actions will be ratified, which is ratified in 2029 as members of the supervisory board. Mr. Khatu and Ms. Neuß have also been voted to remain on the board up until fiscal 2027 and the end of the ASM.
The candidates have been told that they have stated that they would accept these roles. Number 9, resolution on the approval of a settlement between Continental Aktiengesellschaft, the D&O Insurers, six former members of the executive board, and a former employee, Continental Aktiengesellschaft, for the comprehensive settlement of all claims by Continental Aktiengesellschaft against all persons insured under the D&O insurance of Continental Aktiengesellschaft, including all former and current board members in connection with the so-called diesel issue liability and coverage settlement. The related settlements between Continental Aktiengesellschaft and former member of the executive board, Wolfgang Schäfer, regarding payments and interest claims arising from his termination agreement of November 2021, Annexed to the liability and the coverage settlement. This has been adopted with the required majority.
Item 10 on the agenda, resolution on the authorization to acquire treasury shares and on their use by way of cancellation. The ASM has adopted the resolution with the required majority. Item 11 on the agenda, resolution on a new authorization for the executive board to hold virtual annual shareholders meetings and the corresponding amendment to Article 17 of the Articles of Incorporation. The ASM has adopted the resolution with the required majority. Item 12 on the agenda, resolution on the amendment to Section 3 of the Articles of Incorporation on the insertion of a jurisdiction clause. The ASM has adopted the resolution with the required majority. Item 13, the last resolution on the remuneration of the supervisory board members and the corresponding amendment to Section 16 of the Articles of Incorporation. The ASM has adopted the resolution with the required majority.
Thank you for reminding me. I was too quick. I appear for item 4 on the agenda, there were two names that I forgot. I'll do it correct way. I'll make sure that I do the full list to make sure that I don't make any mistakes. This is the ratification of the actions of the supervisory board members. Myself, Mr. Allak, Ms. Benner, Mr. Bock, Ms. von Boxberg, Mr. Buchner, Mr. Dunkel, Mr. Ebenau, Mr. Grioli, Ms. Hartwig, Mr. Iglhaut, Mr. Khatu, Ms. Knauf, Ms. Kühn, Mr. Linnartz, Ms. Löffler, Ms. Neuß, Mr. Nonnenmacher, Ms. Nothung, Mr. Rosenfeld, Mr. Schaeffler, Mr. Schönfelder, Ms. Soussan, Mr. Tote, and Mr. Werner. Okay, now we've done it correctly. Now we can continue.
Now, if you want to see all the information according to Article 130, paragraph 2, Section 2 of the German Stock Corporation Act will be handed to the notary to put in the minutes of the meeting. Ladies and gentlemen, this brings us to the end of this annual shareholders meeting. I would like to say thank you very much to you for taking part and for your interest in the event. I would also like to say thank you to the many employees of Continental AG who worked on the preparation of this ASM and contributed to a smooth event as well. Thank you very much. I know a lot of work is involved. The next annual shareholders meeting is expected to take place on the 29th of April, 2027.
Ladies and gentlemen, usually I say goodbye to you and say that I will see you again next year, but this time it's different. 2027, it will be Ms. Soussan who will be welcoming you. I would like to say thank you to all of you, and I hope that you and your company, Continental AG, will enjoy a successful future. All the best, and goodbye.