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Vitesco Technologies Group AG

Investor Presentation Sep 7, 2021

1025_ip_2021-09-07_2862e415-8252-4c68-b86e-f9e6468ae7b7.pdf

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BUILDING AN ELECTRIFICATION POWERHOUSE

September 2021 Vitesco Technologies

Public

DISCLAIMER

This presentation has been prepared for information purposes only and does not constitute or form part of a prospectus or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Continental AG, Vitesco Technologies Group Aktiengesellschaft or any company of Continental Corporation, including Vitesco Technologies, in any jurisdiction. Neither this presentation, nor any part of it, nor the fact of its distribution, shall form the basis of, or be relied on in connection with, any contractual commitment or investment decision in relation to the securities of Continental AG, Vitesco Technologies Group Aktiengesellschaft or any company of Con tinental Corporation, including Vitesco Technologies, in any jurisdiction, nor does it constitute a recommendation regarding any such securities.

This document does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, any securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of any securities referred to herein has not been and will not be registered under the Se curities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of securities in the United States of America.

This presentation is directed only at persons in member states of the European Economic Area (the "EEA") who are "Qualified I nvestors" within the meaning of the Prospectus Regulation EU 2017/1129 ("Prospectus Regulation") ("Qualified Investors"). Any person in the EEA who acquires the securities in any offer ( an "Investor") or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. In the United Kingdom, this presentation is only direc ted at persons who are "Qualified Investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entit ies, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.

No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the i nformation contained herein, and no undue reliance should be placed on it. Neither Vitesco Technologies Group Aktiengesellschaft nor Continental AG nor any of their affiliates, advisers, connected persons or any other person accepts any liability for any loss howsoever arising (in negligence or otherwise), directly or indirectly, from this presentation or its contents or otherw ise arising in connection with this presentation.

The presentation contains forward-looking statements and information on the business development of Vitesco Technologies, a subs idiary group of Continental AG which will be spun-off. These statements and information may be spoken or written and can be identified by terms such as "expects", "anticipates", "intends ", "plans", "believes", "seeks", "estimates", "will" or words with similar meaning. These statements and information are based on assumptions relating to the company's business and operations and the development of the economies in the countries in which the company is active. Vitesco Technologies has made such forward-looking statements on the basis of the information available to it and assumptions it believes to be reasonable. The forwardlooking statements and information may involve risks and uncertainties, and actual results may differ materially from or fail to meet the expectations expressed or implied in the forward-looking statements. If any of these or other risks or uncertainties materialize, or if the assumptions underlying any of these statem ents prove incorrect, the actual results may significantly differ from those expressed or implied by such forward looking statements and information. Neither Continental AG, nor Vitesco Technologi es will update the following presentation, particularly not the forward-looking statements. The presentation is valid on the date of publication only.

DISCLAIMER (CONT'D)

The financial information and financial data included in this presentation are prepared in accordance with IFRS. It is antici pated that, following its spin-off from Continental AG, Vitesco Technologies will report its financial results using four segments, comprised of Electrification Technology, Electronic Contr ols, Sensing & Actuation and Contract Manufacturing. Past events or performance should not be taken as a guarantee or indication of future events or performance. This presentation contains cert ain supplemental financial or operative measures that are not calculated in accordance with IFRS or German GAAP (HGB) and are therefore considered as non-IFRS measures. Vitesco Technologies believes that such non-IFRS measures used, when considered in conjunction with (but not in lieu of) other measures that are computed in accordance with IFRS, enhance the und erstanding of its business, results of operations, financial position or cash flows. There are, however, material limitations associated with the use of non-IFRS measures including (without limitation) the limitations inherent in the determination of relevant adjustments. The non-IFRS measures used by Vitesco Technologies may differ from, and not be comparable to, similarly-titled measures used by other companies, including Continental AG. The term "vehicles" as used in this presentation refers to "light vehicles <6 metric tons", unless stated otherwise.

To the extent available and if so denoted, the industry and market data contained in this presentation has been derived from official or third party sources. All information not separately sourced is derived from Vitesco Technologies's data and estimates, some of which are in turn derived from multiple sources such as internal surveys, customer feedback as we ll as a commissioned study from Roland Berger "Powertrain Market", December 2020 and other third party sources, including data from IHS Markit or market experts. The IHS Markit reports, data and information referenced herein (the "IHS Markit Materials") are the copyrighted property of IHS Markit Ltd. and its subsidiaries ("IHS Mar kit") and represent data, research, opinions or viewpoints published by IHS Markit, and are not representations of fact. The IHS Markit Materials speak as of the original publication date thereo f and not as of the date of this document. The information and opinions expressed in the IHS Markit Materials are subject to change without notice and IHS Markit has no duty or responsibil ity to update the IHS Markit Materials. Moreover, while the IHS Markit Materials reproduced herein are from sources considered reliable, the accuracy and completeness thereof are not warran ted, nor are the opinions and analyses which are based upon it. IHS Markit is a trademark of IHS Markit. Other trademarks appearing in the IHS Markit Materials are the property of IHS Marki t or their respective owners. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee, representation or warranty (either expressly or implied) of the accuracy or completeness of such data or changes to such data following publication thereof. Whi le Continental AG and Vitesco Technologies believe that each of these publications, studies and surveys has been prepared by a reputable source, neither company has independently verified t he data contained therein. In addition, certain of the industry and market data contained in this presentation are derived from Vitesco Technologies 's internal research and estimates based on the knowledge and experience of its management in the markets in which it operates. Continental AG and Vitesco Technologies believe that such research and estimates are reasonable and reliab le, but their underlying methodology and assumptions have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Market data fr om third party sources speak as of their dates and may therefore not take into account the impact of disruptions to production and the supply chain as well as demand as a result of the conti nuing spread of the coronavirus or a resulting negative impact on economic fundamentals and consumer confidence. Beside the already experienced volatility in the automotive markets, such disr uptions and their impact as well as the impact of a further economic downturn on cannot be gauged at the current time. Accordingly, undue reliance should not be placed on any of the ind ustry or market data contained in this presentation.

This presentation is not a prospectus. The listing of the shares of Vitesco Technologies Group Aktiengesellschaft on the regu lated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) will take place on the basis of an approved prospectus. The prospectus has been approved by the German Federal Financial Su pervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin") in accordance with the Prospectus Regulation regime. However, the approval of prospectus by BaFin should not be unde rstood as an endorsement of the shares of Vitesco Technologies Group Aktiengesellschaft. Investors should purchase shares solely on the basis of the pros pectus relating to the shares and should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decisio n to invest in the shares. Copies of the prospectus are available free of charge from Vitesco Technologies Group Aktiengesellschaft, Siemensstraße 12, 93055 Regensburg, Germany, or on Vitesco Technologies Group Aktiengesellschaft's website (www.vitescotechnologies.com).

VITESCO TECHNOLOGIES – WE ARE BUILDING AN ELECTRIFICATION POWERHOUSE

Source: Company information. Notes: 1 The Contract Manufacturing business unit comprises legacy manufacturing of Continental AG products in Vitesco Technologies locations as a remainder of the carve-out. Substantial majority of CM phase-out planned to be completed by 2025.

OEMS ARE ACCELERATING THEIR ELECTRIFICATION STRATEGY AMID INCREASING REGULATORY PRESSURE

European Commission as a regulatory example:

  • Climate neutrality by 2050, greenhouse gas emission reduction pathway of -55% net emissions by 2030
  • Further strengthening of CO2 emission performance standards for new passenger cars and vans proposed

Source: European Commission, 07/2021. Mercedes-Benz Strategy Update: electric drive, 07/2021. Volkswagen Group Strategy NEW AUTO, 07/2021. GWM 2025 Strategy Global Launch Conference and 8th Technology Festival, 06/2021.

WE DELIVER ON OUR CLEAR VISION AND EXECUTE ON OUR TRANSFORMATION PLAN

Source: Company information. Notes: ICE: Internal Combustion Engine. Phase-out timeline may vary depending on strategic decisions and customer demand. 1 Substantial majority of CM phase-out planned to be completed by 2025. 2 Around 1/3 of non-core ICE technologies phase-out planned to be completed mid-term. 3 Excluding non-core ICE technologies and Contract Manufacturing.

WE ARE FULLY ON TRACK – PROGRESS SINCE CAPITAL MARKET DAY IN MARCH

TRANSFORMATION / PHASE-OUT

  • o €0.4 bn electrification order intake in underlying business for H1 2021
  • o Non-core ICE technologies losses stopped in H1 2021
  • o Contract Manufacturing phase out progressing as planned
  • o 2021 YTD electrification training participation higher than total of four previous years

ELECTRIFICATION TECHNOLOGY BU

  • o €1.4 bn order intake in H1 2021 booked
  • o The business unit equipped another ~500k vehicles2,3 in H1 2021
  • o Positive gross profit in H1 2021 achieved
  • o New R&D competence center in China

  • o ESG as key element for new management incentivization scheme
  • o Internal ESG Scorecard introduced
  • o Important ESG initiatives joined, e.g., RE 100, Responsible Business Alliance, UN Women's Empowerment Principles

Transforming into an electric pure play through tangible actions

Attractive growth prospects with strong momentum Implementation of ESG askey business driver

✓ ✓

Source: Company information. Notes: Order intake defined as sum of acquired lifetime sales within the respective fiscal year. 1Electrification Technology business unit. 2 Refers to parts shipped to our customers. 3 Almost evenly split between 48V and high-voltage technology.

H1 2021 DEMONSTRATED ONGOING UPWARD TREND DESPITE ADDITIONAL HEADWINDS IN THE INDUSTRY

VITESCO TECHNOLOGIES (€ MN)

H1
2020
H1
2021
Delta
Sales
%
growth
3,408.7 4,396.9
29
0%
988.2
Adj. EBIT1
%
margin
-218.1
-6
4%
84.2
1
9%
302.3
8
3pp
EBIT
%
margin
-300.6
8%
-8
39.8
9%
0
340.4
9
7pp
Capex2
%
of
sales
161.7
4
7%
146.0
3
3%
-15.7
-1
4pp
Free cash flow
%
margin
-804.2
6%
-23
304.8
9%
6
1,109.0
30
5pp
Equity ratio 36.7% 32.0% -4
7pp

H1 2020 H1 2021

HIGHLIGHTS & COMMENTS

  • Sales growth of 29.0% in H1 2021 vs. H1 2020
  • Group outperformance4 of 2.4pp; core technologies outperformed by 4.3pp
  • Adjusted EBIT1 increased due to higher volumes and strict fixed cost discipline and despite additional headwinds from material shortage
  • Adjusted EBIT1 margin excluding BU ET of 5.5% (H1 2020: -1.1%)
  • Core technologies sales at €2,742 mn (PY: €2,096 mn) with adj. EBIT1 margin of 1.6% (H1 2020: -5.3%)

Electrification order intake of €1.8 bn; total order intake at €3.8 bn

Margin recovery, continuous capex discipline, positive working capital and special spin-off effects driving strong cash generation.

Source: Company information. Notes: 1 Before amortization of intangibles from PPA, consolidation and special effects. 2 Capex excluding right of use assets (IFRS 16).

3 Does not include group consolidation effects. 4 Outperformance refers to adjusted sales development vs. weighted light vehicle production for H1 2021 vs. H1 2020, based on IHS Markit, Automotive

8 Alternative Propulsion Forecast as of 07/2021.

  • The future is electric. 1
  • We are well positioned. 2
  • We have a clear vision and a resolute plan. 3
  • We self-fund the transformation. 4

INCREASING AVAILABILITY OF ELECTRIC VEHICLE MODELS MEETS A STRONGLY GROWING DEMAND

By 2025, available BEV and PHEV models will be slightly above par with ICE models

Source: 1Expected number of produced models in region Europe incl. UK based on IHS Markit Alternative Propulsion Forecast as of 02/2021. 2Vehicle registrations in EU+UK+EFTA based on ACEA New Passenger Car Registrations by Fuel Type as of 02/2020, 02/2021. Notes: Available models indicated by global nameplate. PV: Passenger Vehicle. BEV: Battery Electric Vehicle. PHEV: Plug-In Hybrid Electric Vehicle. ICE: Internal Combustion Engine (incl. Stop/Start and Micro Hybrids <48 V).

OUR PORTFOLIO OFFERS SUPERIOR CONTENT PER VEHICLE OPPORTUNITIES IN ANY FUTURE SCENARIO

Source: 1 Company estimate based on expert studies prepared in cooperation with Vitesco Technologies. Reflects the CPV opportunity for the portfolio offering in 2018. 2 Roland Berger, "Powertrain Market" Study, 12/2020. Reflects the CPV opportunity for the current portfolio offering. Notes: ICE: Internal Combustion Engine. CPV: Content Per Vehicle.

WE ARE PRESENT ON GLOBALLY LEADING PLATFORMS

Source: Company information. 1 IHS Markit, Alternative Propulsion Forecast, 10/2020. Notes: Presence subject to OEM sourcing strategy (single or multiple sources) and vehicle configuration (e.g., motor variant).

OUR ELECTRIFICATION CONTENT IS SUBSTANTIAL AND GROWING ACROSS ALL BUSINESS UNITS

ELECTRIFICATION POWERHOUSE

Strong electrification momentum Leading transition to e-mobility

>€13 bn electrification order backlog across all business units1

>5x electrification sales increase targeted mid-term2

Future-proof skillset

~7,100 engineers, thereof ~5,300 electronics, software and systems3

Source: Company information. Notes: 1Order backlog defined as sum of cumulative order intake not yet booked as sales as per end of FY2020. 2Refers to core technologies sales across all business units with 2020 as base year. 3 Number of engineers as per end of FY2020.

WE HAVE A CLEAR VISION OF THE FUTURE AND A RESOLUTE PLAN OF HOW TO GET THERE

PHASE OUT OF NON-CORE ACTIVITIES

- Contract Manufacturing with Continental1

  • Priority setting on company level
  • Non-core ICE technologies2 Electrification across all business units

Contract Manufacturing & non-core ICE technologies sales

2020 mid-term

target

long-term target

target

2030

target

Source: Company information. Notes: ICE: Internal Combustion Engine. Phase-out timeline may vary depending on strategic decisions and customer demand. 1 Substantial majority of CM phase-out planned to be completed by 2025. 2 Around 1/3 of non-core ICE technologies phase-out planned to be completed mid-term. 3 Referring to scope 1 and 2 CO2 emissions as defined by the Greenhouse Gas Protocol, World Resources Institute (WRI), World Business Council for Sustainable Development.

WE HAVE DEFINED CONCRETE TARGETS TO DRIVE ESG ALONG THE VALUE CHAIN

Source: Company information. Notes: 1 Referring to scope 1 and 2 CO2 emissions as defined by the Greenhouse Gas Protocol, World Resources Institute (WRI), World Business Council for Sustainable Development. 2Includes thermal recovery. 3The employee net promoter score measures the willingness to recommend a company as an employer to others on a scale from 0 to 10. The index ranges from -100 to 100.

ET BU TO QUICKLY RAMP UP WITH SIGNIFICANTLY INCREASING PROFITABILITY AND BREAK-EVEN TARGETED IN 2024

ELECTRIFICATION TECHNOLOGY DEVELOPMENT COMMENTS

R&D and production to further drive positive margin development

Focus on profitability in Electrification Technology without jeopardizing growth

Source: Company information. Notes: Order backlog defined as sum of cumulative order intake not yet booked as sales as per end of FY2020. 1Before consolidation, amortization of intangibles from PPA and special effects.

7.0% TO 9.0% ADJUSTED EBIT MARGIN TARGETED MID-TERM

678 605 332 -358 -298 -346 -160 -321 -132 225 65 67 FY2018 FY2020 -92 FY2019 54 53 with major operational profitable business Double-digit adj. EBIT margins targeted in MID-TERM TARGET BU turning profitable Vitesco Technologies mid-term target Non-core ICE technologies Electrification Technology Underlying business1 Contract Manufacturing VITESCO TECHNOLOGIES ADJUSTED EBIT (€ MN)

COMMENTS ON MID-TERM

4

Electrification Technology improvements and new

underlying business with normalization of markets and further cost discipline

Phase-out of less profitable non-core ICE technologies and Contract Manufacturing

7.0-9.0% adj. EBIT margin on group level, driven by underlying business and ET

Source: Company information. Notes: ICE: Internal Combustion Engine. Adj. EBIT before consolidation, amortization of intangibles from PPA and special effects. 1Includes consolidation (FY2018: €2 mn; FY2019: €-0 mn; FY2020: €4 mn).

SOLID BALANCE SHEET AND EQUITY RATIO PROVIDE THE FINANCIAL FOUNDATION FOR OUR TRANSFORMATION

BALANCE SHEET AS PER END OF FY2020 (€ MN)

Source: Company information. Notes: 1Equity divided by total equity and liabilities. 2Net debt as per end of FY2020 amounts to -€406 mn, which includes long- and short-term debt of €870 mn (incl. financing with Continental), receivables from financing with Continental of €1,021 mn and cash & cash equivalents of €255 mn. Mid-term target not considering inorganic growth. 3 Before consolidation and special effects.

OUR TARGETS UNDERLINE OUR AMBITION TO BUILD AN ELECTRIFICATION POWERHOUSE

MID-TERM TARGETS

Sales
CAGR1
%
growth
Group 3.0-5.0% Sales CAGR1
%
growth
3.0-5.0%
Core Technologies
Electrification Technology More than €2 bn mid-term Adj. EBIT2
%
of
sales
7.0-9.0%
Electronic Controls Non-core ICE
technologies: Around 1/3
to be phased-out mid-term
Sensing & Actuation Capex3
%
of
sales
~6.0%
Contract Manufacturing Subst. phased-out 2025
Adj.
EBIT2
%
of
sales
Group
7.0-9.0%
Group Free cash flow >€400 mn
Core Technologies
Electrification Technology Break-even targeted in 2024 Net debt5 /
Electronic Controls adj. EBITDA6 <1.0x
Sensing & Actuation
Contract Manufacturing Subst. phased-out 2025 Dividend payout7 15-30%

Source: Company information. Notes: Phase-out timeline may vary depending on strategic decisions and customer demand. 1Mid-term growth target as a CAGR based on FY2020. 2Before consolidation, amortization of intangibles from PPA and special effects. 3 Capex excluding right of use assets (IFRS 16). 4 FCF calculated as operating cash flow + investing cash flow. 5Net debt as per end of FY2020 amounts to -€406 mn,

19 which includes long- and short-term indebtedness of €870 mn (incl. financing with Continental), receivables from financing with Continental of €1,021 mn and cash & cash equivalents of €255 mn. Mid-term target not considering inorganic growth. 6 Before consolidation and special effects. 7 Dividend payout defined as dividend payment divided by net income attributable to common shareholders. Timing of dividend payments to be determined at a later stage.

THANK YOU!

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