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Base Prospectus Dated May 12, 2021

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Base Prospectus Dated May 12, 2021 Base Prospectus Dated May 12, 2021 This document constitutes three base prospectuses for the purpose of article 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended, the Prospectus Regulation): (i) the base prospectus of Continental Aktiengesellschaft in respect of non-equity securities within the meaning of article 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 the Guarantor 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 (MiFID II). 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 this 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 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). It replaces the base prospectus of the Issuers relating to the Programme dated May 13, 2020. This Prospectus is valid for a period of twelve months from its date of approval. The validity ends upon expiration of May 12, 2022. The obligation to supplement this Prospectus in accordance with article 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. 2 RESPONSIBILITY STATEMENT Continental Aktiengesellschaft (Continental AG or the Guarantor, together with its consolidated group companies, Continental, Continental Group or the Group) with its registered office in Hanover, Federal Republic of Germany, Conti-Gummi Finance B.V. (Conti-Gummi Finance or CGF) with its registered office in Maastricht, The Netherlands and Continental Rubber of America, Corp. with its registered office in Wilmington, Delaware, USA (Continental Rubber of America or CRoA) (each an Issuer and together the Issuers) accept responsibility for the information given in this Prospectus 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, any supplement to 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 statements 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 the opinions and intentions expressed herein are honestly held and are 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 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. 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 3 required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the European Economic Area in general (EEA), the United Kingdom (UK), the United States of America (United States or USA), Canada, Switzerland, Singapore 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.
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