EUR 1000.00 For Business Accounts Only

Thyssenkrupp - AGM 05 February 2021

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

Thyssenkrupp AG was formed in 1999 through the merger of Thyssen AG and Friedrich Krupp AG Hoesch-Krupp. Today, Thyssenkrupp is a diversified industrial group comprising largely independent industrial and technology businesses. The Group's business operations are organised in six segments: Automotive Technology, Industrial Components, Marine Systems, Materials Services, Multi Tracks and Steel Europe. As of 30 September 2020, Thyssenkrupp employed around 104,000 people worldwide.

The Company has issued 622,531,741 shares that amount to a share capital of EUR 1,593,681,256.96. As of 30 September 2020, Alfried Krupp von Bohlen und Halbach Foundation held around 21%, Cevian Capital held between 15% and 20%, Harris Associates Investment Trust held between 5% and 10% and BlackRock Inc. held between 3% and 5% of the Company's shares.

According to the Company's Articles of Association, the Alfried Krupp von Bohlen und Halbach Foundation is entitled to designate one of the Supervisory Board members representing the shareholders if it holds shares representing at least 10% of the Company’s share capital, two such members if it holds at least 15% and three if it holds at least 25%. The Foundation has exercised its designation right and designated Stefan E. Buchner and Prof. Dr. Ursula Gather to the Supervisory Board. Designated members generally do not have to be ratified by the AGM. ECGS is opposed to such special designation rights for shareholders.

In financial year 2019/2020, Group sales (continuing operations) decreased by 15% to EUR 28.9bn, EBIT (continuing operations) decreased from EUR -511m to EUR -5.3bn and net loss attributable to the shareholders of Thyssenkrupp AG (continuing operations) increased from EUR 1.2bn to EUR 5.5bn (EPS: EUR -8.91). As a result of the sale of the Elevator Technology business (see below for details), net income from continuing and discontinued operations attributable to the shareholders of Thyssenkrupp AG amounted to EUR 9.6bn (EPS: EUR 15.40), compared to EUR -304m (EPS: EUR -0.49) in financial year 2018/2019. As in the previous year, there will be no dividend payment to the shareholders of Thyssenkrupp AG for financial year 2019/2020.

Thyssenkrupp is currently undergoing a major restructuring – resolved in May 2019 and further concretised in May 2020 – into a group of companies with "a lean management model and a clearly structured portfolio". To that end, the organisational structure is also to be adjusted step-by-step in line with increasing changes in the portfolio and a stronger focus on performance with the aim to establish a streamlined, efficient headquarter, reduce complexity in administration and decentralise operating management decisions, according to the Company. As part of its fundamental strategic realignment, Thyssenkrupp announced in May 2019 the intention to potentially float its Elevator Technology business by way of an IPO in the course of financial year 2019/2020 in order to significantly strengthen the Group's financial position for further development of the remaining businesses. At the same time, a potential sale or partial sale were also examined.

On 27 February 2020, Thyssenkrupp signed an agreement with a consortium led by Advent International and Cinven on the full sale of the Elevator Technology business. The closing of the transaction together with the deconsolidation of Elevator Technology took place 31 July 2020 after the relevant authorities had approved the sale. Alongside a cash payment in the amount of EUR 15.53bn, the purchase price also comprised several financing instruments worth around EUR 1.25bn.

On 20 March 2020, the Supervisory Board permanently appointed Martina Merz as CEO for a three-year term of office effective 1 April 2020. In line with the German Stock Corporation Act, Ms. Merz had previously been delegated from the Supervisory Board, where she had served as Chairwoman since 1 February 2019, to the Management Board as interim CEO effective 1 October 2019 for a maximum period of twelve month as successor of Guido Kerkhoff, who had left the Management Board by mutual consent on 30 September 2019. Her Supervisory Board mandate was suspended during this time. As of the formal end of her delegation from the Supervisory Board on 31 March 2020, Ms. Merz therefore resigned from the Supervisory Board.

Item 3: We recommend to oppose the discharge of the Supervisory Board due to our concerns over the granting of one-time special payments to the Management Board members in financial year 2019/2020, the granting of a severance payment to the former CFO Johannes Dietsch, who resigned from the Management Board at his own request, as well as the Supervisory Board's personnel decisions and long-term succession planning for the Management Board. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Personnel Committee ("Remuneration Committee"), Prof. Dr. Siegfried Russwurm. However, as the discharge is proposed in a bundled resolution we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Item 7: We recommend to oppose the approval of the remuneration system for the Management Board members due to concerns over insufficient disclosure which fails to enable us to assess the remuneration structure under the new system.

Item 8: We recommend to oppose the approval of the remuneration for the Supervisory Board members as we assess the absolute amount of remuneration granted for the positions of Chairman and Vice Chairman as significantly exceeding market practice.