Bond Continenta 2.5% ( XS2178586157 ) in EUR

Issuer Continenta
Market price 100 %  ▲ 
Country  Germany
ISIN code  XS2178586157 ( in EUR )
Interest rate 2.5% per year ( payment 1 time a year)
Maturity 27/08/2026 - Bond has expired



Prospectus brochure of the bond Continental XS2178586157 in EUR 2.5%, expired


Minimal amount /
Total amount /
Detailed description Continental AG is a German multinational automotive parts manufacturing company specializing in tires, brake systems, interior electronics, and other automotive technologies.

The Euro-denominated bond, identified by ISIN XS2178586157, issued by Continental AG, the prominent German multinational automotive parts manufacturing company specializing in products such as tires, brake systems, and automotive safety components, has successfully reached its maturity on August 27, 2026. This debt instrument, which carried an annual interest rate of 2.5%, has been fully redeemed at 100% of its nominal value, signifying the orderly conclusion of its term for investors holding this German-issued security.







Base Prospectus
Dated May 13, 2020
This document constitutes three base prospectuses for the purpose of Art. 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017 (the Prospectus Regulation): (i) the base prospectus of Continental
Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 2(c) of the Prospectus Regulation (Non-
Equity Securities), (ii) the base prospectus of Conti-Gummi Finance B.V. in respect of Non-Equity Securities and (iii) the
base prospectus of Continental Rubber of America, Corp. in respect of Non-Equity Securities (together, the Prospectus).
Continental Aktiengesellschaft
(Hanover, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by
Conti-Gummi Finance B.V. and Continental Rubber of America, Corp., as Guarantor
Conti-Gummi Finance B.V.
(Maastricht, The Netherlands)
as Issuer
Continental Rubber of America, Corp.
(Wilmington, Delaware, United States of America)
as Issuer
EUR 7,500,000,000
Debt Issuance Programme
(the Programme)
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) as
competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be
considered as an endorsement of any of the issuers or of the quality of the notes issued under the Programme (the Notes) that
are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and to admit Notes to
trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg". The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as
amended. However, Notes may also be issued under the Programme which are listed on a stock exchange other than the
Luxembourg Stock Exchange or which are not listed on any stock exchange.
Each issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg act relating to prospectuses for securities dated July 16, 2019 (Loi du 16 juillet 2019 relative aux prospectus
pour valeurs mobilières - the Luxembourg Law) to provide the competent authorities in the Federal Republic of Germany and
The Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Prospectus Regulation (Notification). Each issuer may request the CSSF to provide competent authorities in additional
Member States within the European Economic Area with a Notification. By approving a prospectus, the CSSF shall give no
undertaking as to the economic and financial soundness of the operation or the quality or solvency of each issuer pursuant to
Article 6(4) Luxembourg Law.
Arranger
Deutsche Bank
Dealers
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs
ING
J.P. Morgan
Mizuho Securities
NatWest Markets
SMBC Nikko
Standard Chartered Bank AG
UniCredit Bank
This Prospectus and any supplement to this Prospectus will be published in electronic form together with all documents
incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus is valid for a
period of twelve months from its date of approval. The validity ends upon expiration of May 13, 2021. The obligation to
supplement this Prospectus in accordance with Art. 23 of the Prospectus Regulation in the event of a significant new factor,
material mistake or material inaccuracy does not apply when this Prospectus is no longer valid.


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


The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are
required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America (United States or USA), the European Economic Area and the United
Kingdom in general, the United Kingdom and Japan see "Selling Restrictions". In particular, the Notes have not
been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and include
notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered in, into nor within the USA or to U.S. persons.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ Solely for the purposes of the product
approval process conducted by any Dealer who is a manufacturer with respect to the Notes for the purposes of the
MiFID II Product Governance rules under EU Delegated Directive 2017/593 (each a manufacturer), the Final
Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, selling or recommending the Notes (a distributor) should take into
consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended,
MiFID II) is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID II Product Governance Rules), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product
Governance Rules. None of Continental AG, Conti-Gummi Finance and Continental Rubber of America is a
manufacturer or distributor for the purposes of the MiFID II Product Governance Rules.
PRIIPs REGULATION / EEA AND UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes
include a legend entitled "Prohibition of Sales to Retail Investors in the EEA and in the UK", the relevant Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (EEA) or in the United Kingdom (the UK). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in MiFID II or
(ii) a customer within the meaning of Directive 2016/97/EU (as amended, the Insurance Distribution Directive),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
or (iii) not a qualified investor as defined in the Prospectus Regulation. If the above mentioned legend is included
in the relevant Final Terms, no key information document required by Regulation (EU) No 1286/2014 (as amended
the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in
the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms
and Conditions may be controlling and binding if so specified in the relevant Final Terms. In respect of the German
law governed Guarantee (including the negative pledge contained therein) the German language version is always
controlling and binding.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAMME,
THE DEALER OR DEALERS (IF ANY) NAMED AS STABILISATION MANAGER(S) IN THE
APPLICABLE FINAL TERMS (OR PERSONS ACTING ON BEHALF OF A STABILISATION
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A HIGHER LEVEL THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR.
ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
3


PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES
IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES.
ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILISATION MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAMME THAT IS
TREATED AS IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE
SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN CLAUSES 165(j) AND 1287(a) OF THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
BENCHMARKS REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION ­ The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify
that interest amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank
Offered Rate (EURIBOR), which as at the date of this Prospectus is provided by European Money Markets
Institute (EMMI), or the London Interbank Offered Rate (LIBOR), which as at the date of this Prospectus is
provided by ICE Benchmark Administration Limited (IBA). As at the date of this Prospectus, each of EMMI and
IBA appears on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority (ESMA) pursuant to article 36 of Regulation (EU) 2016/1011 (the Benchmarks
Regulation).
In this Prospectus, all references to , EUR or euro are to the currency introduced at the start of the third stage of
the European economic and monetary union, and defined in Article 2 of Council Regulation (EC) No 974/98 of
May 3, 1998, on the introduction of the euro, as amended.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating
agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market environment,
market developments, growth rates, market trends and competition in the markets in which the Issuers operate is
taken from publicly available sources, including, but not limited to, third-party studies or the Issuers' own
estimates that are also primarily based on data or figures from publicly available sources. The information from
third-party sources that is cited here has been reproduced accurately. As far as the Issuers are aware and are able to
ascertain from information published by such third-party, no facts have been omitted which would render the
reproduced information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that would not
be available from publications issued by market research firms or from any other independent sources. This
information is based on the Issuers' internal estimates and, as such, may differ from the estimates made by the
Issuers' competitors or from data collected in the future by market research firms or other independent sources. To
the extent the Issuers derived or summarized the market information contained in this Prospectus from a number of
different studies, an individual study is not cited unless the respective information can be taken from it directly.
porate Trusthave not independently verified the market data and other information on which third parties have
based their studies or the external sources on which the Issuers' own estimates are based. Therefore, the Issuers
assume no responsibility for the accuracy of the information on the market environment, market developments,
growth rates, market trends and competitive situation presented in this Prospectus from third-party studies or the
accuracy of the information on which the Issuers' own estimates are based. Any statements regarding the market
environment, market developments, growth rates, market trends and competitive situation presented in this
Prospectus regarding Continental Group and its operating business areas contained in this Prospectus are based on
own estimates and/or analysis unless other sources are specified.
The information on any website included in the Prospectus, except for the website www.bourse.lu in the context of
the documents incorporated by reference, do not form part of the Prospectus and has not been scrutinised or
approved by the CSSF.
4


FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does
not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of
amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms
and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict",
"project" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Prospectus containing information on future earning capacity, plans and expectations regarding
Continental Group's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuers
make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including Continental Group's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or
described in these forward-looking statements. Continental Group's business is also subject to a number of risks
and uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Risk
Factors", "Continental AG", "Conti-Gummi Finance", "Continental Rubber of America" and "Business of the
Continental Group". These sections include more detailed descriptions of factors that might have an impact on
Continental Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In
addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures (APMs) which are not recognised financial
measures under the International Financial Reporting Standards as issued by the International Accounting
Standards Board and as adopted by the European Union (IFRS). Such APMs must be considered only in addition
to, and not as a substitute for or superior to, financial information prepared in accordance with IFRS included
elsewhere in the Prospectus. Investors are cautioned not to place undue reliance on these APMs and are also
advised to review them in conjunction with the financial statements of the Issuers and related notes.
5


TABLE OF CONTENTS
General Description of the Programme .......................................................................................................................... 7
Risk Factors .................................................................................................................................................................. 10
General Information on the Issuers .............................................................................................................................. 26
Business of the Continental Group ............................................................................................................................... 45
Terms and Conditions of the Notes .............................................................................................................................. 59
Form of Final Terms .................................................................................................................................................. 145
Guarantee (English language version)........................................................................................................................ 165
Guarantee (German language version) ....................................................................................................................... 170
Use of Proceeds .......................................................................................................................................................... 176
Taxation Warning ....................................................................................................................................................... 177
Subscription and Sale ................................................................................................................................................. 178
General Information ................................................................................................................................................... 183
Documents Incorporated by Reference ...................................................................................................................... 185
Names and Addresses................................................................................................................................................. 188
6


GENERAL DESCRIPTION OF THE PROGRAMME
Under this EUR 7,500,000,000 Debt Issuance Programme, the relevant Issuer may from time to time issue notes
(the Notes) to one or more of the following Dealers: BNP Paribas, Citigroup Global Markets Limited,
Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, Deutsche Bank
Aktiengesellschaft, Goldman Sachs Bank Europe SE, ING Bank N.V., J.P. Morgan Securities plc, Merrill Lynch
International, Mizuho Securities Europe GmbH, NatWest Markets N.V., SMBC Nikko Capital Markets Europe
GmbH, Standard Chartered Bank AG and UniCredit Bank AG and any additional Dealer appointed under the
Programme from time to time by the Issuer(s), which appointment may be for a specific issue or on an ongoing
basis (together, the Dealers).
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the Arranger).
The maximum aggregate principal amount of the Notes from time to time outstanding under the Programme (the
Programme Amount) will not exceed EUR 7,500,000,000 (or nearly equivalent in another currency). The Issuers
may increase the Programme Amount in accordance with the terms of the Dealer Agreement from time to time.
Notes issued by Conti-Gummi Finance or Continental Rubber of America will have the benefit of a Guarantee (the
Guarantee) given by Continental AG. The Guarantee constitutes an irrevocable, unsecured and unsubordinated
obligation of the Guarantor ranking pari passu with all other unsecured and unsubordinated obligations of the
Guarantor.
Notes will be issued on a continuous basis in Tranches, each Tranche consisting of Notes which are identical in all
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and are
identical in all respects, but which may have different issue dates, interest commencement dates, issue prices and
dates for first interest payments may form a series (Series) of Notes. Further Notes may be issued as part of
existing Series.
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer(s)
and as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in euro,
EUR 1,000, and, if in any currency other than euro, an amount in such other currency at least to EUR 1,000 at the
time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and requirements of relevant
central banks, Notes may be issued in euro or any other currency.
The specific terms of each Tranche will be set forth in the applicable Final Terms. The Final Terms of Notes listed
on the official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange or publicly
offered in the Grand Duchy of Luxembourg will be displayed on the website of the Luxembourg Stock Exchange
(www.bourse.lu). In the case of Notes listed on any other stock exchange or publicly offered in one or more
member states of the European Economic Area other than the Grand Duchy of Luxembourg, the Final Terms will
be displayed on the website of Continental (www.continental.com).
The Notes are freely transferable in accordance with the rules and regulations of the relevant Clearing System and
will be issued with a term to maturity of 1 year at a minimum and 30 years at a maximum. They may be offered to
qualified and non-qualified investors.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated in the
relevant Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis of
a yield which will be determined on the basis of the orders of the investors which are received by the Dealers
during the offer period. Orders will specify a minimum yield and may only be confirmed at or above such yield.
The resulting yield will be used to determine an issue price, all to correspond to the yield.
The yield is calculated in accordance with the ICMA (International Capital Markets Association) method and based
on the issue price of the Notes. The ICMA method determines the effective interest rate of notes taking into
account accrued interest on a daily basis.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and to admit the
Notes to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg". The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU, as amended. However, Notes may also be issued under the Programme which
are listed on a stock exchange other than the Luxembourg Stock Exchange or which are not listed on any stock
exchange.
7


Issue Procedures
General
The relevant Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular
Tranche (the Conditions). The Conditions will be constituted by the Terms and Conditions of the Notes set forth
below (the Terms and Conditions) as further specified by the provisions of the Final Terms as set out below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms provide
for the Issuer to choose among the following Options:
Option I ­ Terms and Conditions for Notes with fixed interest rates;
Option II ­ Terms and Conditions for Notes with floating interest rates;
Documentation of the Conditions
The Issuer may document the Conditions of an individual issue of Notes in either of the following ways:
-
The Final Terms shall be completed as set out therein. The Final Terms shall determine which of Option I or
Option II, including certain further options contained therein, respectively, shall be applicable to the individual
issue of Notes by replicating the relevant provisions and completing the relevant placeholders of the relevant
set of Terms and Conditions as set out in the Prospectus in the Final Terms. The replicated and completed
provisions of the set of Terms and Conditions alone shall constitute the Conditions, which will be attached to
each global note representing the Notes of the relevant Tranche. This type of documentation of the Conditions
will be used where the Notes are publicly offered, in whole or in part, or are to be initially distributed, in whole
or in part, to non-qualified investors.
- Alternatively, the Final Terms shall determine which of Option I or Option II and of the respective further
options contained in each of Option I and Option II are applicable to the individual issue by only referring to
the specific sections of the relevant set of Terms and Conditions as set out in the Prospectus. The Final Terms
will specify that the provisions of the Final Terms and the relevant set of Terms and Conditions as set out in
the Prospectus, taken together, shall constitute the Conditions. Each global note representing a particular
Tranche of Notes will have the Final Terms and the relevant set of Terms and Conditions as set out in the
Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of Option I or Option II shall be applicable to the individual issue of Notes.
Each of the sets of Terms and Conditions of Option I or Option II contains also certain further options
(characterised by indicating the optional provision through instructions and explanatory notes set out either on the
left of or in square brackets within the text of the relevant set of Terms and Conditions as set out in the Prospectus)
as well as placeholders (characterised by square brackets which include the relevant items) which will be
determined by the Final Terms as follows:
Determination of Options
The Issuer will determine which options will be applicable to the individual issue either by replicating the relevant
provisions in the Final Terms or by reference of the Final Terms to the sections of the relevant set of Terms and
Conditions as set out in the Prospectus. If the Final Terms do not replicate or refer to an alternative or optional
provision it shall be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms will specify the information with which the placeholders in the relevant set of Terms and
Conditions will be completed. In case the provisions of the Final Terms and the relevant set of Terms and
Conditions, taken together, shall constitute the Conditions the relevant set of Terms and Conditions shall be
deemed to be completed by the information contained in the Final Terms as if such information were inserted in the
placeholders of such provisions.
In that case, all instructions and explanatory notes and text set out in square brackets in the relevant set of Terms
and Conditions and any footnotes and explanatory text in the Final Terms will be deemed to be deleted from the
Conditions.
8


Controlling Language
As to controlling language of the respective Conditions, the following applies:
- In the case of Notes (i) publicly offered, in whole or in part, in the Federal Republic of Germany, or (ii)
initially distributed, in whole or in part, to non-qualified investors in the Federal Republic of Germany,
German will be the controlling language. If, in the event of such public offer or distribution to non-qualified
investors, however, English is chosen as the controlling language, a German language translation of the
Conditions will be available from the principal offices of the Fiscal Agent and the Issuer as specified on the
back of this Prospectus.
- In other cases, the Issuer will elect either German or English to be the controlling language.
9


RISK FACTORS
The following is a disclosure of risk factors that may affect the ability of Continental AG, Conti-Gummi Finance B.V.
and Continental Rubber of America, Corp. to fulfil their respective obligations under the Guarantee and the Notes
and that are material to the Notes issued under the Programme in order to assess the risks associated with these
Notes.
Before deciding to purchase Notes issued under the Programme, prospective investors should carefully review and
consider the following risk factors and the other information contained in this Prospectus (including any documents
incorporated by reference) or any supplement to this Prospectus and consult with their own professional advisers
(including their financial, accounting, legal and tax advisers) if they consider it necessary or appropriate. In
addition, investors should be aware that the risks described may combine and thus intensify one another. The order
in which the risks are presented reflects, in the Issuers' current view, the likelihood of their occurrence and the
magnitude of their potential impact on the business, cash flows, results of operations and financial condition of
Continental Group.
Investing in the Notes could involve additional risks and uncertainties of which Continental AG, Conti-Gummi
Finance B.V. and Continental Rubber of America, Corp. are not presently aware and which could adversely affect
Continental Group's business activities and financial condition and results of operations and the ability of
Continental AG, Conti-Gummi Finance B.V. and Continental Rubber of America, Corp. to fulfil their respective
obligations under the Guarantee and the Notes.
Words and expressions defined in the section "Terms and Conditions" shall have the same meanings in this section of
the Prospectus.
RISKS RELATED TO CONTINENTAL AG AND THE CONTINENTAL GROUP
I. RISKS RELATED TO THE MARKETS IN WHICH CONTINENTAL OPERATES
Continental is exposed to significant risks in connection with the global economy.
Continental's business depends in many ways on global economic conditions, which have shown significant
volatility in recent years. The automotive markets in Europe and North America, and in particular in China, have
been developing more weakly than in the past, while also displaying increasing volatility and uncertainty. Due to the
current spread of the new coronavirus (SARS-CoV-2), the global economy is expected to experience a significant
downturn. The magnitude as well as the duration is highly dependent on the abilities of the governments to
effectively contain or stem the outbreak and the effectiveness of mitigation measures like temporary economic aid
and stimulus actions. As a result, not only the automotive market and therefore Continental's original equipment
manufacturer (OEM) business but also the non-OEM business in the industry and the automotive aftermarket can be
heavily affected. Moreover, there might be lasting changes in consumer behavior that might impact long-term global
vehicle demand as well as Continental's other end markets to different extents. In addition, the growing geopolitical
instability also has an impact on the global economic conditions. As a result of the trade conflicts between the United
States of America (USA) and China and the USA and the European Union (EU), there is a risk that the demand for
Continental's products may as a result be adversely affected. Furthermore, the consequences of the withdrawal of the
United Kingdom (UK) from the EU (Brexit) are uncertain, with respect to the EU integration process, the
relationship between the UK and the EU and the impacts on economies and businesses, and declines in demand for
passenger cars in the UK as well as potential trade difficulties have to be expected. There are numerous other factors
that may have an impact on the global economy and also affect the demand for Continental's products, such as a
further economic slowdown in China, Russia or Brazil as well as a further decline in industrial business, particularly
in the raw materials sector. Automotive production could keep falling and remain at a low level for an extended
period of time, especially in Europe where Continental generated 48% of its sales in 2019.
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