Thyssenkrupp : Invitation/Agenda (Federal Gazette of December 22, 2023)

Invitation to the

Annual General Meeting

thyssenkrupp AG February 2, 2024

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Agenda at a glance

1. Presentation of the adopted financial statements of thyssenkrupp AG and the consolidated financial statements as of September 30, 2023, the combined management report on thyssenkrupp AG and the Group for the 2022/2023 fiscal year, the report by the Supervisory Board and the explanatory report by the Executive Board on the information pursuant to § 289a and § 315a German Commercial Code (HGB)
2. Resolution on the use of unappropriated net income
3. Resolution on the ratification of the acts of the members of the Executive Board
4. Resolution on the ratification of the acts of the members of the Supervisory Board
5. Resolution on the election of the auditors for the parent-company and consolidated annual financial statements and the auditors' review of interim financial reports
6. Resolution on approval of the compensation report
7. Resolution on the election of a member to the Supervisory Board
8. Resolution on the compensation of the members of the Supervisory Board and related amendment to the Articles of Association

Meeting Notice according to Regulation (EU) 2018/1212

A1	Unique identifier of the event	7f8c8996-e42f-4a1a-8532-bf6b50dbbc08
A2	Type of message	Invitation to Annual General Meeting
B1	ISIN	DE0007500001
B2	Name of issuer	thyssenkrupp AG
C1	Date of the General Meeting	20240202
C2	Time of the General Meeting	09:00 am (UTC), (10:00 am CET)
C3	Type of General Meeting	Ordinary Annual General Meeting
C4	Location of the General Meeting	Stadionring 20, 44791 Bochum, Germany
C5	Record Date	20240112
C6	Uniform Resource Locator (URL)	http://www.thyssenkrupp.com/de/investoren/hauptversammlung;
		http://www.thyssenkrupp.com/en/investors/annual-general-meeting

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thyssenkrupp AG, Duisburg and Essen − ISIN DE0007500001 −

Invitation to the

Annual General Meeting

We hereby invite you to the 25th Annual General Meeting of thyssenkrupp AG with registered office in Duisburg and Essen. The Annual General Meeting will be held at the RuhrCongress Convention Center, Stadionring 20, 44791 Bochum, Germany, at 10.00 a.m. CET (Central European Time) on Friday, February 2, 2024.

I. Agenda

1. Presentation of the adopted financial statements of thyssenkrupp AG and the consolidated financial statements as of September 30, 2023, the combined management report on thyssenkrupp AG and the Group for the 2022/2023 fiscal year, the report by the Supervisory Board and the explanatory report by the Executive Board on the information pursuant to § 289a and § 315a German Commercial Code (HGB).

The Supervisory Board approved the financial statements, the consolidated statements and the combined management report prepared by the Executive Board; the financial statements are thus adopted. Adoption by the Annual General Meeting is therefore not required. The financial statements, the consolidated financial statements, the combined management report, the report by the Supervisory Board and the explanatory report by the Executive Board on the information required under takeover law are to be made available to the Annual General Meeting without requiring a resolution under agenda item 1 in accordance with the Stock Corporation Act. These documents are available for viewing on the internet at www.thyssenkrupp.com/en/investors/ annual-general-meeting/.

2. Resolution on the use of unappropriated net income

The Executive Board and Supervisory Board propose to use the unappropriated net income of the 2022/2023 fiscal year in the amount of €94,820,515.11 as follows:

Distribution of a dividend of €0.15
per eligible share:	€93,379,761.15
Remaining amount to be carried forward:	€1,440,753.96

The dividend is due on the third business day following the resolution by the Annual General Meeting. It is therefore to be paid on or by Wednesday, February 7, 2024.

3. Resolution on the ratification of the acts of the members of the Executive Board

The Executive Board and Supervisory Board propose that the acts of the following members of the Executive Board during the 2022/2023 fiscal year be ratified for their respective term of office:

1. Miguel Ángel López Borrego (from June 1, 2023)
2. Oliver Burkhard
3. Dr. Klaus Keysberg
4. Martina Merz (until May 31, 2023)

It is intended to let the Annual General Meeting decide by separate ballot whether to ratify the acts of each individual member of the Executive Board.

4	Agenda

4. Resolution on the ratification of the acts of the members of the Supervisory Board

The Executive Board and Supervisory Board propose that the acts of the following members of the Supervisory Board during the 2022/2023 fiscal year be ratified for their respective term of office:

1. Prof. Dr.-Ing.Dr.-Ing E.h. Siegfried Russwurm
2. Jürgen Kerner
3. Birgit A. Behrendt
4. Dr. Patrick Berard (from February 3, 2023)
5. Stefan Erwin Buchner
6. Dr. Wolfgang Colberg
7. Prof. Dr. Dr. h.c. Ursula Gather
8. Angelika Gifford
9. Dr. Bernhard Günther

1. Achim Hass
2. Tanja Jacquemin
3. Daniela Jansen
4. Christian Julius
5. Thorsten Koch
6. Katrin Krawinkel (from January 1, 2023)
7. Dr. Ingo Luge
8. Tekin Nasikkol
9. Dr. Verena Volpert
10. Ulrich Wilsberg (from February 3, 2023)
11. Kirstin Zeidler (from July 7, 2023)
12. Friederike Helfer (until February 3, 2023)
13. Peter Remmler (until February 3, 2023)
14. Dirk Sievers (until June 20, 2023)
15. Isolde Würz (until December 31, 2022)

It is intended to let the Annual General Meeting decide by separate ballot whether to ratify the acts of each individual member of the Supervisory Board.

5. Resolution on the election of the auditors for the parent-company and consolidated annual financial statements and the auditors' review of interim financial reports

On the recommendation of its Audit Committee, the Supervisory Board proposes:

KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Düsseldorf, be elected as auditors for the parent-company and consolidated financial statements for the 2023/2024 fiscal year, for any required auditors' review of interim financial reports for the 2023/2024 fiscal year, and for any required auditors' review of interim financial reports for the 2024/2025 fiscal year issued before the 2025 Annual General Meeting.

The Audit Committee has declared in its recommendation that it is free from improper influence by third parties and that no clause restricting the choice within the meaning of Article 16 (6) of the EU Regulation on statutory auditors or audit firms (Regulation (EU) No 537/2014) has been imposed upon it.

6. Resolution on approval of the compensation report

In accordance with § 162 AktG, the Executive Board and Supervisory Board of a listed stock corporation must prepare an annual report on the compensation of its board members. The auditors of thyssenkrupp AG have formally audited the compensation report for the 2022/2023 fiscal year and issued an auditors' report on it.

The compensation report for the 2022/2023 fiscal year and the auditors' report on it can be found in Section II. of this invitation, in the 2022/2023 Annual Report and at www.thyssenkrupp.com/en/company/management/corporate-governance/compensation-report.html.

The Executive Board and Supervisory Board propose that the compensation report for the 2022/2023 fiscal year be approved.

Agenda	5

7. Resolution on the election of a member to the Supervisory Board

The term of office of Dr. Verena Volpert, who was elected as a member of the Supervisory Board of thyssenkrupp AG by the 2021 Annual General Meeting, will expire at the end of the Annual General Meeting on February 2, 2024. A member must therefore be newly elected by the Annual General Meeting.

The Company's Supervisory Board consists of a total of 20 members, ten of whom are appointed by the shareholders and ten by the employees (§ 96 (1) and § 101 (1) AktG and § 7 (1) sentence 1 no. 3 Codetermination Act 1976 (Mitbestimmungsgesetz)). Eight of the ten members to be appointed by the shareholders are elected by the Annual General Meeting. Seven of these eight Supervisory Board members to be elected by the Annual General Meeting were elected by the Annual General Meeting on February 3, 2023 for three years up to the end of the Annual General Meeting that ratifies the acts of the Supervisory Board for the 2024/2025 fiscal year. The remaining two shareholder representatives are delegated to the Supervisory Board by the Alfried Krupp von Bohlen und Halbach Foundation in accordance with § 9 (2) of the Company's Articles of Association. In December 2022, Prof. Dr. Dr. h.c. Ursula Gather was again delegated to the Supervisory Board by the Alfried Krupp von Bohlen und Halbach Foundation until the end of the 2028 Annual General Meeting. The term of office of the Supervisory Board member Mr. Stefan Erwin Buchner, who was likewise delegated by the Alfried Krupp von Bohlen und Halbach Foundation, expires at the end of the 2026 Annual General Meeting.

Pursuant to § 96 (2) AktG, at least 30% of the Supervisory Board members must be women and at least 30% must be men, i.e., at least six of the twenty seats on the Supervisory Board must be held by women or men. This minimum ratio must be fulfilled by the Supervisory Board as a whole, unless the shareholder representatives or employee representatives object to such joint compliance. If an objection is raised, the minimum ratio must be fulfilled separately by the shareholder representatives and the employee represen- tatives. At the time the Annual General Meeting was convened, there are four female and six male shareholder representatives and four female and six male employee representatives on the Supervisory Board of thyssenkrupp AG. That means the minimum ratio is fulfilled at present both for the board as a whole and individually for the shareholder and employee representatives. Neither the employee representatives nor the shareholder representatives have objected to joint compliance with the above minimum ratios in accordance with § 96 (2) sentence 3 AktG. It is therefore not necessary for the minimum 30% ratio for women or men to be fulfilled individually by the shareholder representatives. Nevertheless, that would be the case if Dr. Verena Volpert, the candidate nominated in the following, is elected.

The Supervisory Board proposes that the following candidate be elected to the Supervisory Board with effect from the end of the Annual General Meeting on February 2, 2024 for three years up to the end of the Annual General Meeting that ratifies the acts of the Supervisory Board for the 2025/2026 fiscal year:

Dr. Verena Volpert

Dr. Verena Volpert, who is being nominated for reelection, has expertise in auditing financial statements within the meaning of

• 100 (5) AktG. In addition, the current Supervisory Board member Dr. Bernhard Günther has expertise in the field of accounting. That expertise also relates to the non-financial statement to be included in the management report and auditing of it. In addition, the professional and personal qualifications of all Supervisory Board members, including further qualifications in the fields of accounting and auditing, are clearly presented in the qualification matrix in the corporate governance statement (on pages 176 and 177 of the 2022/2023 Annual Report).

The election proposal is based on the recommendation of the Supervisory Board's Nomination Committee and takes into account the diversity model adopted by the Supervisory Board, including the targets for its composition, and the profile of required skills and expertise for the board as a whole.

In the appraisal of the Supervisory Board, Dr. Volpert does not have personal or business relations with thyssenkrupp AG or

its Group companies, the governing bodies of thyssenkrupp AG or a shareholder holding a material interest in thyssenkrupp AG which would have to be disclosed to the Annual General Meeting as recommended by the German Corporate Governance Code.

Dr. Volpert has informed the Supervisory Board that she can devote the expected amount of time required to assume a position on the Supervisory Board. If she already holds positions on comparable bodies, she has provided information on the amount of time required to discharge her duties on these bodies to the Chairman of the Supervisory Board. The Chairman of the Supervisory Board is confident that her work on these bodies does not have any negative impact on discharge of her duties on thyssenkrupp AG's Supervisory Board.

Irrespective of the fact that only one Supervisory Board member is to be elected by the Annual General Meeting this year, all elections will always be carried out by individual ballot in accordance with the German Corporate Governance Code.

The resumé of Dr. Verena Volpert (including the disclosures required by § 125 (1) sentence 5 AktG) is attached in Section III. of this invitation. This information has also been published at www.thyssenkrupp.com/en/investors/annual-general-meeting and will also be available there during the Annual General Meeting.

6	Agenda

8. Resolution on the compensation of the members of the Supervisory Board and related amendment to the Articles of Association

The compensation for members of the Supervisory Board of thyssenkrupp AG is governed by § 14 of the Company's Articles of Association. It is structured purely as fixed remuneration plus an attendance fee and thus complies with the suggestion in G.18 sentence 1 of the German Corporate Governance Code in the current version dated April 28, 2022. The amount of the (fixed) compensation for members of the Supervisory Board is based on the tasks performed by the respective member on the Supervisory Board or its committees.

The compensation for Supervisory Board members was last adjusted by the 2014 Annual General Meeting and has remained unchanged since the 2013/2014 fiscal year. On the basis of an independent external review of this compensation, individual elements of the Supervisory Board's compensation are now to be raised to an appropriate level in line with market conditions, as determined by means of external benchmarking.

The fixed compensation of the Chairman of the Supervisory Board and the Vice Chairman remains unchanged. Only the provision stipulating that the fixed compensation for the Chairman and Vice Chairman also covers any work on committees is to be rescinded. In future, the compensation of the Chairman and Vice Chairman of the Supervisory Board will only cover their work as a member and chair of the Executive Committee and Personnel Committee, while their work on the other committees will be remunerated additionally, as is the case for other Supervisory Board members.

In future, the fixed compensation for members of the Supervisory Board is to be €70,000 (previously: €50,000) per fiscal year.

The additional compensation for chairing the Audit Committee is to be €60,000 in future (previously: €40,000) and €30,000 for

other members of the Audit Committee (previously: €20,000). The additional compensation for chairing other committees is to

be €35,000 in future (previously: €25,000) and €17,500 for other members of other committees (previously: €12,500).

The attendance fee for meetings of the full Supervisory Board and committees is to be increased to €1,000 (previously: €500), but will only be paid once if multiple meetings (of the full Supervisory Board or committees) are held on one day.

The Executive Board and Supervisory Board therefore propose amending § 14 of the Articles of Association as follows:

"§ 14

Compensation

1. Apart from having their cash disbursements refunded, the members of the Supervisory Board shall receive annual basic compensation of €70,000.
2. Each member of a committee - with the exception of the Mediation Committee under § 27 (3) Codetermination Act (MitbestG) and the Audit Committee - shall additionally receive €17,500, the chairman of each committee shall additionally receive €35,000. Each member of the Audit Committee shall additionally receive €30,000, the chairman of the Audit Committee shall additionally receive €60,000.
3. The annual compensation for the chairman shall be €200,000 and for the vice chairman €150,000. This shall also cover compensation for work performed as a member or chairman of the Executive Committee and Personnel Committee
4. Supervisory Board members who have served on the Supervisory Board or a committee or performed a function in accordance with par. (2) or (3) for only part of the fiscal year shall receive prorated compensation for each month or part month.
5. In addition, the members of the Supervisory Board and the committees shall receive an attendance fee of €1,000 for each meeting attended, including physical meetings, conference calls, video conferences or similar. If multiple meetings (of the full Supervisory Board or committees) are held on one day, the attendance fee shall only be paid once.
6. The value-added tax payable on the compensation and cash disbursement refunds shall be refunded by the Company. For their work on the Supervisory Board, members of the Supervisory Board can be included by the Company under directors and officers liability insurance paid for by the Company.
7. The total compensation in accordance with this § 14 shall be payable after the close of the fiscal year. Cash disbursements shall be refunded immediately.
8. The provisions of this § 14 shall apply for the first time for the 2023/2024 fiscal year."

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II. Compensation report (agenda item 6)

The following compensation report in accordance with § 162 German Stock Corporation Act (AktG) outlines and explains the compensation of the current and former members of the Executive and Supervisory Boards of thyssenkrupp AG in fiscal year 2022 / 2023.

In order to facilitate the ordering of the disclosures in this report and enhance understanding, the main features of the compensation systems in effect for the Executive and Supervisory Boards in fiscal year 2022 / 2023 are also outlined below. Detailed information can be found on the company's website.

A look back at compensation year 2022 / 2023

Resolution on the approval of the compensation report for fiscal year 2021 / 2022

The report on the compensation awarded or due to present and former members of the Executive Board and Supervisory Board of thyssenkrupp AG in fiscal year 2021 / 2022, which was prepared in accordance with the requirements of § 162 AktG, was approved by the Annual General Meeting on February 3, 2023 with a majority of 94.71% of the capital represented in accordance with § 120a (4) AktG. The Executive Board and Supervisory Board see this vote as confirmation of the format used since the compensation report 2020 / 2021. Therefore this format has basically been retained in the present compensation report 2022 / 2023.

Application of the Executive Board compensation system in fiscal year 2022 / 2023

The current compensation system for members of the Executive Board of thyssenkrupp AG was resolved by the Supervisory Board - following preparation by the Personnel Committee - in accordance with §§ 87 (1), 87a (1) AktG and approved by the Annual General Meeting on February 5, 2021 with a majority of 96.70% of the capital represented and applied for all active Executive Board members in fiscal year 2022 / 2023. Moreover, in fiscal year 2022 / 2023 the Executive Board members were awarded individual compensation within the meaning of § 162 AktG which, in previous fiscal years, had been promised under the compensation system in effect at that time. Where relevant, this compensation is also outlined and explained in the following.

The Personnel Committee regularly reviews the appropriateness and commensurateness of Executive Board compensation and proposes adjustments to the Supervisory Board where required to ensure within the boundaries of the applicable framework that the compensation package for Executive Board members is both in line with the market and competitive.

The commensurateness of the compensation was last reviewed by an independent external compensation expert in March 2023. In this context, the compensation of the thyssenkrupp Executive Board members was compared with DAX and MDAX companies, taking into account the criteria sales, employees and market capitalization; in light of the ongoing transformation, consideration was also given to various scenarios for the carve-out of further lines of business from the legal scope of consolidation of thyssenkrupp AG and its subsidiaries (subsequently referred to as the "group").

8	Compensation report (agenda item 6)

Ultimately, the compensation of thyssenkrupp Executive Board members is still in line with the market, even after realization of the changes to the portfolio.

The review of appropriateness in March 2023 included an examination of the compensation of the Executive Board relative to the compensation structures within the group. The change in Executive Board compensation was compared with the compensation of senior management, defined as the two levels of management below the Executive Board, and compared with compensation of the work- force as a whole, defined as the average compensation of the group's full-time employees in Ger- many. The Personnel Committee did not identify any indications of an inappropriate development or any reasons for adjustment.

Therefore, the target compensation of the Executive Board members set by the Supervisory Board in accordance with the compensation system in effect was not adjusted year-on-year in fiscal year 2022 / 2023, nor is it planned to adjust the target compensation for fiscal year 2023 / 2024.

Further, at its meeting on September 8, 2022, the Supervisory Board set the performance criteria for the performance-related, variable compensation components for fiscal year 2022 / 2023 to the extent that these do not result directly from the compensation system in effect. These performance criteria also applied to Miguel Ángel López Borrego, who was appointed to the Executive Board as a new member during the fiscal year.

The target achievement for the Short-Term Incentive (STI) determined by the Supervisory Board following the end of fiscal year 2022 / 2023 shows a strong improvement in the free cash flow before M&A, which was significantly higher than the prior-year figure and also above the target set at the beginning of the fiscal year. On the other hand, net income was significantly below the prior-year level and the target set at the beginning of the fiscal year, mainly as a consequence of the substantial impairment losses. Overall achievement of the targets set for the financial performance criteria in fiscal year 2022 / 2023 was therefore around 56%. With regard to individual performance, overall performance of the targets set by the Supervisory Board was 108.33%. In addition, the installment of the Long-Term Incentive (LTI) Plan issued for fiscal year 2019 / 2020 ended in fiscal year 2022 / 2023. The resultant payout was around 43% of the target value.

In the past fiscal year, the Supervisory Board did not make use of any of the options established in the compensation system in accordance with statutory provisions to deviate temporarily from the compensation system or in certain circumstances to make adjustments to target achievement.

Personnel matters relating to the Executive Board in fiscal year 2022 / 2023

At its meeting on November 16, 2022, the Supervisory Board resolved, as proposed by the Personnel Committee, to extend the existing Executive Board service contract with Oliver Burkhard for a further five years from October 1, 2023 to September 30, 2028. The contractual and compensation terms remain unchanged, with the exception that the previous change-of-control commitments are no longer valid from the start of the new term of office and that the rules for calculation of any severance payment have been aligned to the system applicable for all new Executive Board contracts entered into from October 1, 2019.

Compensation report (agenda item 6)	9

On May 16, 2023, the Supervisory Board agreed with Martina Merz that she would step down from the Executive Board by mutual agreement effective May 31, 2023, following her request to the Personnel Committee of the Supervisory Board to discuss dissolving her Executive Board contract in the near future. On the basis of the one-month termination period in her service contract, the service contract ended on June 30, 2023. Under the rules of the applicable compensation system for the Executive Board, Martina Merz receives prorated compensation for fiscal year 2022 / 2023. Further- more, the virtual shares for the installments of the Long-Term Incentive (LTI) plan launched in previous fiscal years and not yet paid out are upheld in full and will result in payment at the regular end of the plan, following determination of target achievement by the Supervisory Board. Martina Merz waived any severance payment for termination of her contract before the contractually agreed date. Martina Merz did not receive a commitment to a company pension when the contract was signed; instead, in accordance with the applicable compensation system, the pension allowance for the 2023 calendar year was paid out to her on a prorated basis as of the date of termination of her service contract. Moreover, the obligation for Martina Merz to hold the thyssenkrupp shares purchased under the applicable Share Ownership Guidelines (SOG) ended when her service contract ended.

As recommended by the Personnel Committee, at its meeting on May 16, 2023, the Supervisory Board also appointed Miguel Ángel López Borrego as a member of the Executive Board and Chief Executive Officer of thyssenkrupp AG effective June 1, 2023. The associated service contract runs for a period of three years until May 31, 2026 and the contractual and compensation conditions agreed therein are fully in line with the applicable Executive Board compensation system.

On September 6, 2023, Dr. Klaus Keysberg informed the Personnel Committee that he would not be available for an extension of his contract which runs until July 31, 2024 and thus until he turns 60. In view of this, the Personnel Committee has embarked on the customary search to enable it to propose a successor to the Supervisory Board as promptly as possible.

Effective October 1, 2023, Miguel Ángel López Borrego and Dr. Klaus Keysberg assumed the posts of CEO and CFO respectively of the newly created Decarbon Technologies business segment, in addition to their other positions. The Personnel Committee of thyssenkrupp AG had previously acknowledged this at its meeting on September 7, 2023. Miguel Ángel López Borrego and Dr. Klaus Keysberg assume these roles in addition to their posts on the Executive Board of thyssenkrupp AG, without receiving any separate compensation for this.

Application of the compensation system for the Supervisory Board in fiscal year 2022 / 2023

The compensation system for the Supervisory Board was unchanged compared with previous years and fully applied as set out in § 14 of the company's Articles of Association.

10	Compensation report (agenda item 6)

Executive Board compensation in fiscal year 2022 / 2023

Overview of the design of the Executive Board compensation system

The compensation system meets the requirements of the German Stock Corporation Act (AktG) and the relevant recommendations of the German Corporate Governance Code (GCGC) in the version dated April 28, 2022, which was applicable in the reporting year. The Executive Board compensation system is a key element in thyssenkrupp's alignment and makes a significant contribution to promoting business strategy, improving operating performance and thus to the group's long-term suc- cess. It is intended to support successful and sustainable corporate governance; the compensation of Executive Board members is therefore tied to the group's short- and long-term performance. At the same time, suitable performance criteria are selected, creating important incentives for implementing the strategic realignment of thyssenkrupp.

The compensation of the Executive Board members therefore comprises performance-independent and performance-related elements. The total target compensation of the Executive Board consists of fixed compensation, a pension allowance or company pension, fringe benefits, the Short-Term Incentive (STI) target amount and the Long-Term Incentive (LTI) target amount. These are mainly performance -related compensation elements; the aim here is to strengthen the performance focus of the compensation system. The share of the target amount of the four-year LTI in the total target compensation exceeds that of the one-year STI. This ensures that the variable compensation resulting from the achievement of long-term targets exceeds the share of compensation from short-term targets and that, overall, the compensation system is therefore geared to sustainable and long-term development.