Thyssenkrupp : Report by the Executive Board on item 9

Non-binding convenience translation from German into English

Report by the Executive Board on item 9 of the Agenda of the Annual

General Meeting on 4 February 2022

(Authorization to use derivatives in purchasing treasury shares in accordance with § 71 (1) no. 8 AktG and to exclude tender and subscription rights)

Apart from the authorization to purchase treasury shares proposed under agenda item 8, the Company will also be enabled to purchase treasury shares using Derivatives. This additional alternative is now established practice at many listed companies and expands the Company's options as regards optimally structuring the purchase of treasury shares.

Derivatives and their use

The use of put options, call options and forward purchase contracts and a combination of these instruments (hereinafter referred to as "Derivatives") may - also in combination with other legally admissible transactions not covered by this authorization - be advantageous compared to direct purchases, for example for optimizing a purchase strategy in financial terms.

The authorization does not result in overshooting the maximum limit provided for in agenda item 8 of up to a total of 10% of the capital stock existing at the time of the resolution or - if this value is lower − at the time the authorization is exercised. It merely opens up additional means of purchase coupled with an additional upper limit of a maximum of 5% of the capital stock for using Derivatives to purchase treasury shares.

The Derivatives' term must be chosen in such a way that the purchase of shares to exercise options or fulfill forward purchase contracts cannot take place after February 3, 2027. As a result, the authorization is intended in principle to use the limit of five years possible under the law, but with the restriction that the term of the individual options and forward purchase contracts must not exceed 18 months in each case. This ensures that obligations from the individual option contracts and forward purchase contracts can be limited in time to a reasonable extent and that the Company cannot purchase treasury shares on this basis when the authorization expires pursuant to § 71 (1) no. 8 AktG.

The Company grants the purchaser of a put option the right to sell shares of the Company to the Company at a price defined in the put option (strike price). In return for this right, the Company receives an option premium that corresponds to the value of the disposal right granted by the put option, taking into consideration various parameters such as the strike price, the term of the option, and the volatility of the Company's shares. If the purchaser exercises the put option, the option premium paid by it reduces the total consideration paid by the Company to purchase the shares. Exercise of the put option makes economic sense for the purchaser of the put option only if the share's price at the time the put option is exercised is lower than the strike price, because in this case the purchaser can sell the shares at the higher strike price. Conversely, from the Company's perspective, the use of put options offers the advantage that the strike price is already determined when the option contract is concluded, while liquidity will not flow out until the date the option is exercised. If the purchaser does not exercise the

Non-binding convenience translation from German into English

option because the share price on the date of exercise exceeds the strike price, the Company, although unable to purchase any treasury shares in this way, still keeps the option premium it received.

If the Company purchases a call option, it acquires, in exchange for payment of an option premium, the right to buy a predetermined number of its own shares at a predetermined price (strike price) from the seller of the option. Exercise of the call option makes economic sense for the Company if the share's price is above the strike price, because in this case the Company can then purchase the shares from the seller at the lower strike price. By purchasing call options, the Company can, for example, limit price risks if the Company itself is obligated to transfer shares at a later time, for instance in connection with conversion rights from convertible bonds.

In the case of a forward purchase contract, the Company agrees to purchase from the forward seller the shares at a fixed future date ("forward settlement date") and at a set price ("forward price") that is defined when the forward purchase contract is concluded. It may be expedient for the Company to conclude forward purchase contracts in order to satisfy its need for treasury shares on the forward settlement date at a specific price level.

The strike price to be paid per share upon exercise of the put option and the forward price to be paid per share when the forward purchase contract matures must not more than 10% higher or lower than the average closing price of the shares in Electronic Trading on Frankfurt Stock Exchange on the last three trading days prior to conclusion of the option contract or forward purchase contract, in each case excluding incidental transaction charges, but taking into account option premiums received or paid.

The obligation to agree options and other Derivatives only with banks or enterprises of equal status and, in doing so, to ensure that the options and other Derivatives are serviced only by shares acquired subject to compliance with the principle of equal treatment is designed to rule out disadvantages for shareholders when treasury shares are acquired using Derivatives. The determination of the strike price and forward price in the manner described above, and the commitment to comply with the principle of equal treatment, for example through the purchase of shares on the stock market, are designed to rule out economic disadvantages for shareholders from such a purchase of treasury shares. Since the Company receives or pays a fair market price, the shareholders not involved in the derivative transactions do not suffer any substantial loss in value. In this respect, this is comparable to the position of shareholders in the case of a share repurchase on the stock market, where in fact not all shareholders are likewise able to sell shares to the Company. Therefore it is justifiable, also in accordance with the legal basis underlying § 186 (3) sentence 4 AktG, that shareholders will not have the right to conclude such derivative contracts with the Company. Without the exclusion of any subscription and tender rights, it would hardly be possible, and would even be virtually unfeasible, to conclude derivative contracts at short notice, in a way that makes economic sense or with suitable counterparties for such Derivatives.

If the Company repurchases its own shares using Derivatives, shareholders are to have a right to tender their shares only insofar as the Company is obligated to take delivery of such shares from them, in particular, pursuant to the respective options. Otherwise Derivatives might not be able to be used to repurchase shares, and the Company might not be able to reap the benefits associated therewith.

Non-binding convenience translation from German into English

Having weighed the interests of shareholders and the interests of the Company, and given the advantages to the Company that may result from the use of Derivatives, the Executive Board therefore considers the authorization not to grant, or to restrict, any shareholders' right to conclude such Derivatives with the Company and any right of shareholders to tender their shares to be justified.

Utilization of treasury shares

There are no differences from the possible uses proposed in agenda item 8 as regards utilization of the treasury shares purchased using Derivatives. Consequently, we draw attention to the report by the Executive Board on agenda item 8 in relation to the justification for excluding shareholders' subscription rights when the shares are utilized.

Utilization

There are currently no concrete plans to utilize the authorization to use Derivatives in purchasing treasury shares. The Executive Board will carefully examine on a case-to-case basis whether to make use of the authorization. It will do so only if the Executive Board and Supervisory Board consider use of this authorization to be in the interests of the Company and thus of shareholders.

The Executive Board will notify the subsequent Annual General Meeting about any use of the authorization.

Essen, December 2021 thyssenkrupp AG The Executive Board

signed	signed	signed
(Martina Merz)	(Dr. Klaus Keysberg)	(Oliver Burkhard)