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Report by the Supervisory Board

Report by the Supervisory Board

As a preface to my report about the work of the Supervisory Board and its committees in fiscal year 2023 / 2024, I would like to briefly discuss the environment in which our company was operating during the reporting period. We look back on a challenging 12 months – around the world, in our own country and at times within our company, for which we took a number of future-oriented steps simultaneously. The situation worldwide, in Europe and in Germany is anything but easy. As in the prior years, we were confronted with the war in Ukraine and many other challenges. Looking back at the past fiscal year, the international situation did not become more settled but more unsettled. The Middle East conflict, triggered by the attack on Israel on October 7, 2023, has expanded considerably. There is still no end in sight to the war and violence in Ukraine. Dangers and conflicts are flaring up elsewhere in the world as well. All of this is having a significant impact on the global economy, on our markets, on the reliability of raw materials sources and logistics routes, and on the political and social agendas and priorities of both our own country and the European Union. A further source of uncertainty is how the outcome of the presidential election in the USA and the election year in Germany will impact the economy and the stability of the industrial environment. If we look at fiscal year 2023 / 2024 and the 2024 calendar year, it can be seen that the conditions for industry in Germany have not improved but have deteriorated further.

We are feeling the impact of this geopolitical and macroeconomic environment in all of our businesses. And the effects on our customers, especially those in the steel-processing industries, are similarly dramatic. Significant economic dampers are making life difficult for us. At the same time, the structural necessities dictated by the politically mandated decarbonization and associated targets are enormous, whereas the momentum in our businesses offering decarbonization solutions to customers is being delayed. We took difficult decisions, sometimes only on the basis of a majority vote, which enabled us to press ahead with aligning the structure of the company’s businesses to ensure that each of them has the responsibility for its own activities. Neither by allowing the steel business to dominate all the other businesses nor by accepting permanent cross-subsidization within the thyssenkrupp group made or would make a contribution to the reliable future of our businesses. That is why we on the Supervisory Board decided on further steps towards finding a stand-alone solution for the steel business, opening our businesses to new shareholders and attracting new talents to the company’s top management levels. We supported the Executive Board in taking the corresponding steps on its own responsibility. We strengthened and realigned the Executive Board team headed by Miguel López with the appointments of Dr. Volkmar Dinstuhl, Ilse Henne and Dr. Jens Schulte. We thanked Dr. Klaus Keysberg for his many years of service to the company following his decision to leave the thyssenkrupp group after 28 years in various top management roles, including as a member of the Executive Board since October 2019 and as CFO since April 2020.

In fiscal year 2023 / 2024 the Supervisory Board regularly advised the Executive Board on the management of the company and continuously supervised its conduct of business. We satisfied ourselves that the Executive Board’s work complied with all legal and regulatory requirements at all times. The Executive Board fulfilled its duty to inform. It furnished us with regular written and verbal reports containing up-to-date and comprehensive information on all issues of relevance to the company and the group relating to strategy, planning, business performance, the risk situation, compliance and the sustainability strategy. This also included information on variances between actual performance and previously reported targets as well as on budget variances (follow-up reporting). The Executive Board continued to report regularly on the development and implementation of sustainability topics. In the committees and in full Supervisory Board meetings, the members of the Supervisory Board had ample opportunity to critically examine the reports and resolution proposals submitted by the Executive Board and contribute suggestions. In particular, we discussed intensively and examined the plausibility of all transactions of importance to the company on the basis of written and verbal reports by the Executive Board. On several occasions, the Supervisory Board dealt at length with the company’s targets, the risk situation – and in this context with cybersecurity in particular –, refinancing and liquidity planning and the equity situation. Based on the analysis of the value potential of the group’s businesses and the opportunities and risks of strategic steps, critical operating issues were presented to the Supervisory Board for discussion. Where required by law, the Articles of Association or the rules of procedure for the Executive Board, the Supervisory Board gives its approval for individual business transactions. Some of the discussions by the Supervisory Board were difficult and on two matters so confrontational that it was only possible to adopt a resolution by using the Supervisory Board Chairman’s casting vote provided for by law. On both sides of the Supervisory Board, all members were unanimous that this last resort should be an absolute exception. No matter how controversial a discussion might be, the common goal is always to reach a consensus for the good of the company, its employees and its shareholders. The Supervisory Board and Executive Board worked together intensively and shared information. At 12 meetings of the Executive Committee, the majority of which were attended by Executive Board members and occasionally by external advisors as well, all topics were discussed in detail and meetings of committees and the Supervisory Board were prepared and followed up. In addition, in the periods between meetings, the chairs of the Supervisory Board and its committees engaged in a close and regular exchange of views and information with the Executive Board and were informed about major developments. Important facts were reported at the latest at the subsequent Supervisory Board or committee meetings. Before the Supervisory Board meetings, the shareholder and the employee representatives each held separate meetings to discuss the agenda items.

The Supervisory Board members are required by law and by the German Corporate Governance Code (GCGC) to immediately disclose any conflicts of interest. In the past fiscal year, there were no conflicts of interest relating to Executive Board or Supervisory Board members that would have had to be disclosed immediately to the Supervisory Board. thyssenkrupp assists the members of the Supervisory Board in the organization of the training and professional development measures that the members themselves are generally responsible for undertaking in fulfillment of their duties and provides financial support by assuming the costs of such measures. To supplement this, the company offers information events and training sessions on specific topics. In fiscal year 2023 / 2024, the Supervisory Board was given an in-depth introduction to the structure and business activity of the new thyssenkrupp Decarbon Technologies segment with its four business areas: Rothe Erde, Uhde, Polysius and thyssenkrupp nucera. With external support, it also received training on the topics of “Future sustainability reporting requirements” and “Social sustainability – between compliance and social responsibility.” Insights into the thyssenkrupp segments and further training sessions with external support are already planned for fiscal year 2024 / 2025. There is an established onboarding process to familiarize new Supervisory Board members with the thyssenkrupp business model, group structures and special topics. The Corporate Office acts as coordinator. In addition, it informs new members of the Supervisory Board about their rights and obligations, conducts individual discussions with them and ensures the provision of the necessary documents and authorizations for sharing information via digital channels.

Meetings of the Supervisory Board and its committees generally take the form of in-person attendance with the option of participation via a video link. Meetings are only held exclusively as telephone or video conferences in exceptional circumstances. In the reporting year, only two out of a total of 37 meetings of the Supervisory Board and its committees were held as video conferences; all others were in-person meetings. The meetings held as video conferences were of short duration and were arranged at short notice. Attendance at meetings of the Supervisory Board and its committees, which were held as in-person meetings with the option of participation via a video link, was 98.5%. The following table shows attendance in individualized form: [see table]

The members of the Executive Board took part in meetings of the Supervisory Board and its committees; however, the Supervisory Board also met regularly without the Executive Board.

In total, six Supervisory Board meetings and three training sessions were held in the reporting year. The range of topics that the Supervisory Board dealt with included the current business and earnings situation and the parent-company and consolidated financial statements for the year ended September 30, 2023. On the recommendation of the Audit Committee and after discussion with the auditors, KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (KPMG), the Supervisory Board approved the parent-company and consolidated financial statements for fiscal year 2022 / 2023 and thus adopted the parent-company financial statements. Further topics were corporate governance, compliance and the mandatory EMIR audit for fiscal year 2022 / 2023 pursuant to § 32 German Securities Trading Act (WpHG), as well as the regular updates on all segments. The reports by the Executive Board on the state of the thyssenkrupp group and its ongoing development were supplemented by status updates on the value and development plans of the individual segments. This formed the basis for the continued intensive discussions on improving performance, portfolio measures and the short- and medium-term earnings targets for all segments. The Supervisory Board also discussed in detail the business and investment plans for fiscal year 2024 / 2025, which were adopted at the September meeting. The portfolio topics considered intensively included the plans to place the Steel Europe and Marine Systems segments on a stand-alone basis. In the case of Steel Europe in particular, the progress in constructing the first direct reduction plant at the Duisburg site – a measure that is part of the green transformation – was the subject of detailed discussion.

Following examination of the recommendations and suggestions of the GCGC, in fiscal year 2023 / 2024, the Supervisory Board adopted a resolution to issue the declaration of conformity. The current declaration of conformity, issued at October 1, 2024, is available on the thyssenkrupp website. In addition, the Executive Board and Supervisory Board report on corporate governance at thyssenkrupp in the corporate governance statement.

The primary task of the Supervisory Board’s six committees is to prepare decisions and topics for discussion at the full meetings. The Supervisory Board has delegated individual decision-making powers to its committees where this is legally permissible. The powers of the committees and the requirements on committee members are set out in the rules of procedure for the respective committees. The chairs of the committees provided the Supervisory Board with regular detailed reports on the work of the committees in the reporting year. The chairs of the committees were also in close contact with the other members of their committees outside the regular meetings to exchange views on particularly important topics. The compositions of the six committees as of September 30, 2024, are shown in the section “Supervisory Board.” The Executive Committee (Präsidium) met 12 times in the past fiscal year due to the current situation and the preparations for the seminal meetings of the Supervisory Board. In addition to preparing the full Supervisory Board meetings, the work of this committee focused on the financial position and earnings performance of the group and topics relating to the transformation of thyssenkrupp. The Personnel Committee held eight meetings in fiscal year 2023 / 2024 in order to prepare personnel matters concerning members of the Executive Board of thyssenkrupp AG for the Supervisory Board. Where required, resolutions were passed or recommendations for resolutions were made to the Supervisory Board. Alongside the personnel change on the Executive Board, the meetings focused on decisions on aspects of compensation, especially setting the targets and determining the target achievement for variable compensation components and the disclosures in the compensation report pursuant to § 162 German Stock Corporation Act (AktG) as well as the review of the current Executive Board compensation system pursuant to § 87a AktG. The committee also dealt with general Executive Board matters, partly in connection with benefits for former Executive Board members. The Audit Committee met five times in fiscal year 2023 / 2024. Alongside Executive Board members, following the election of KPMG as the auditor at the 2024 Annual General Meeting and its formal appointment by the Audit Committee, representatives of KPMG were present at the meetings. KPMG gave the Audit Committee a declaration that no circumstances exist that could lead to the assumption of prejudice by the auditors. The Audit Committee obtained the required auditors’ statement of independence, reviewed their qualification and signed a fee agreement with the auditors. In addition, a survey was carried out on satisfaction with the auditor; the results of this as well as the additional services provided by KPMG alongside the audit of the financial statements were discussed in the Audit Committee. Dr. Verena Volpert, Chair of the Audit Committee, engaged in a regular exchange of views with the auditors between meetings. The heads of relevant group functions were also available to provide reports and take questions in the committee meetings.

The committee’s work focused on examining the 2022 / 2023 parent-company and consolidated financial statements along with the combined management report including the fully integrated nonfinancial statement and the combined corporate governance statement of the Executive Board and Supervisory Board, as well as on preparing the Supervisory Board resolutions on these items. In addition, the interim financial reports for fiscal year 2023 / 2024 (half-year and quarterly reports) were discussed in detail and adopted, taking into account the auditors’ review reports. With regard to the relationship with KPMG, the list of non-audit services provided by the statutory auditor that require approval was established, the budget for the performance of non-audit services for fiscal year 2024 / 2025 was set, and the procedure and quality assurance for financial statement auditing was discussed. In several meetings, the Audit Committee monitored the accounting process and discussed the effectiveness of the internal control system and optimizations made to it as well as the effectiveness of the risk management system and the internal auditing system. It also dealt in detail with the main legal disputes and compliance in the company and discussed at length the development of strategic compliance measures at thyssenkrupp. The Audit Committee defined the following mandate as the focus of the audit: “Assessment of the implementation status of the reporting in accordance with the European Sustainability Reporting Standards (ESRS) required by the Corporate Sustainability Reporting Directive (CSRD)”. The auditors reported the results of their audit to the Audit Committee at its meeting on November 15, 2024.

In addition, in the presence of the head of Corporate Internal Auditing, the committee discussed at length the audit results, audit processes and audit planning of the internal auditing team for fiscal year 2023 / 2024, including audit support for the investment in Steel Europe’s first direct reduction plant. Further points of focus were the non-financial statement, which is fully integrated into the management report, the equity capital and rating situation, the EMIR compliance audit for fiscal year 2022 / 2023 pursuant to § 32 WpHG, the current performance of all segments, implementation of the reporting requirements of the EU Taxonomy Regulation, and the tax compliance management system. The Strategy, Finance and Investment Committee held three meetings in fiscal year 2023 / 2024. Discussions focused on preparing decision recommendations by the Supervisory Board in its area of responsibility. At each meeting, the committee dealt with the operational and economic situation of thyssenkrupp and the company’s ongoing development. As in the previous year, the other main topics addressed by the committee included the progress towards stand-alone solutions for the Steel Europe and Marine Systems segments and the progress in the project to construct the first direct reduction plant for Steel Europe in Duisburg. Further areas of focus were the assessment of the risk of cyberattacks, the enhancement of IT security measures, financing and liquidity planning, the results of our APEX performance program and the review of the profitability of specific completed investment projects. Finally, in September 2024, the committee dealt at length with the group’s business and investment plans for fiscal year 2024 / 2025 and decided on those plans. The members of the Nomination Committee held two meetings in the past fiscal year. Their discussions focused on reviewing potential succession candidates as shareholder representatives on the Supervisory Board should positions have to be refilled in the future – taking into account the recommendations of the GCGC and the company’s own competency profile.

The Mediation Committee under § 27 (3) Codetermination Act (MitbestG) met once in the reporting year.

Elected by the Annual General Meeting on February 2, 2024 to audit the financial statements for fiscal year 2023 / 2024, KPMG audited the parent-company financial statements for the fiscal year from October 1, 2023 to September 30, 2024 prepared by the Executive Board in accordance with the German Commercial Code (HGB) rules and the management report on thyssenkrupp AG, which is combined with the management report on the thyssenkrupp group. The auditors issued an unqualified audit opinion. In accordance with § 315e of the German Commercial Code (HGB), the consolidated financial statements of thyssenkrupp AG for the fiscal year from October 1, 2023 to September 30, 2024 and the management report on the thyssenkrupp group were prepared on the basis of International Financial Reporting Standards (IFRS) as applicable in the European Union. The consolidated financial statements and the combined management report were also given an unqualified audit opinion by KPMG. The auditors also confirmed that the Executive Board has installed an appropriate reporting and monitoring system that is suitable in its design and handling to identify, at an early stage, developments that could place the continued existence of the company at risk.

The financial statement documents and audit reports for fiscal year 2023 / 2024 were discussed in detail at the meetings of the Audit Committee on November 15, 2024 and the Supervisory Board on November 18, 2024. The auditors reported on the main findings of their audit. They also outlined their findings on the internal control system in relation to the accounting process as well as the risk early detection system, and were available to answer questions and provide additional information. The Chair of the Audit Committee reported in depth at the full Supervisory Board meeting on the Audit Committee’s examination of the parent-company and consolidated financial statements. The Supervisory Board examined the parent-company and consolidated financial statements and the combined management report, including the non-financial statement fully integrated into the management report, as well as the compensation report pursuant to § 162 AktG and raised no objections. The parent-company and consolidated financial statements were approved. The parent-company financial statements prepared by the Executive Board of thyssenkrupp AG were thus adopted. A proposal will be made to the Annual General Meeting on January 31, 2025 that a dividend of €0.15 per share should be paid for fiscal year 2023 / 2024.

There were no personnel changes on the Supervisory Board of thyssenkrupp AG in the reporting year. The Supervisory Board thanks the Executive Board members, all thyssenkrupp group employees worldwide and the employee representatives of all group companies for their significant efforts and achievements in fiscal year 2023 / 2024.

The Supervisory Board

Prof. Dr.-Ing. Dr.-Ing. E. h. Siegfried Russwurm
Chairman

Essen, November 18, 2024

Source: thyssenkrupp Annual Report 2023/2024