Information on participating in the Annual General Meeting 2019, voting by postal vote, and voting by proxy. thyssenkrupp AG February 1st, 2019

Transcription

1 Information on participating in the Annual General Meeting 2019, voting by postal vote, and voting by proxy thyssenkrupp AG February 1st, 2019

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3 3 Dear Shareholders* ), To participate in the Annual General Meeting and exercise your voting rights, please order an admission ticket from your depository bank as soon as possible. Please ensure that you meet the deadlines specified in section III. 2. (Conditions of participation in the Annual General Meeting) of the Invitation to the Annual General Meeting. With this admission ticket and the information it contains, you can: - participate in the Annual General Meeting in person or - exercise your voting rights by postal vote or - authorize a third-party proxy in writing or electronically to attend the Annual General Meeting and exercise your voting rights or - authorize and instruct proxies nominated by the Company electronically to vote on the proposals of the boards. Authorizations and instructions can be issued electronically via an electronic authorization and instruction system, which you can access using the data on your admission ticket. To ensure the smooth running of the Annual General Meeting and the orderliness of the authorization and voting procedures, please note the following information: * ) male / female / divers

4 4 1. Venue / directions to the Annual General Meeting The Annual General Meeting is being held at the RuhrCongress, Stadionring 20, Bochum, Germany. Arriving by public transport A Rhine-Ruhr transit company (VRR) ticket for travel to the RuhrCongress venue is enclosed with the admission ticket. It entitles you to free (2nd class) travel to and from the Annual General Meeting of thyssenkrupp AG throughout the VRR network on February 1st, Gelsenkirchen Düsseldorf Duisburg Essen RE 1, 6, 11, S 1 RB 40, RE 16 RB Bochum Hbf RE 16 RB 40 U Vonovia Ruhrstadion Planetarium RE 1, 6, 11, S 1 Dortmund Witten/ Hagen Arriving by car Exit the A40 autobahn at the exit 36 marked Bochum RuhrCongress and keep left when you leave the autobahn. You will see the parking garage straight ahead of you next to the Starlight Express Theater. Free parking spaces are available there. The RuhrCongress is approx. 5 minutes by foot from the parking garage. Please follow the signs. A40 36 Exit Bochum RuhrCongress Gudrunstraße A40 Stadion Starlight Express Theater Alexandrinenstraße Küppersstraße ring H Vonovia Ruhrstadion Castroper Straße Entrance RuhrCongress 308 Stop

5 5 2. Participation in person / Registration at the RuhrCongress If you attend the Annual General Meeting in person, please present your admission ticket at the desk marked Anmeldung für Aktionäre ( Shareholder Registration ) at the RuhrCongress. Your votes will be registered there for the list of participants. To ensure all participants are registered and for the subsequent voting procedures, please present all admission tickets in your possession. The meeting rooms will be open from 8:00 a.m. In the interests of all participants we will be carrying out extensive security measures as in previous years. Dangerous items are not allowed in the meeting area and will be confiscated for the duration of the Annual General Meeting. To simplify matters for everyone, please do not bring any dangerous items with you. 3. Voting by postal vote You can cast your votes on the individual agenda items by postal vote without taking part in the Annual General Meeting in person. Please use the bottom section on the front of your admission ticket to vote by postal vote. Postal votes must be sent to the following address to arrive no later than January 30, 2019: thyssenkrupp AG c/o Computershare Operations Center München, Germany Fax: anmeldestelle@computershare.de 4. Participation by an authorized person of your choice If you would like to be represented at the Annual General Meeting by a thirdparty proxy, please complete and sign the authorization printed in the top section on the reverse of your admission ticket and give the ticket/ authorization to your proxy. On the day of the Annual General Meeting your proxy must register by presenting the admission ticket and authorization as described in section 2. As an alternative to written authorization, you may also authorize a proxy to participate in the Annual General Meeting electronically. If using the electronic authorization and instruction system provided by us, please notify your proxy of this authorization. Your proxy should carry a document that provides proof of their identity with them at the Annual General Meeting.

6 6 5. Voting via a Company-nominated proxy We also offer you the option of voting via an employee of our Company. The proxies with individual power of representation nominated by the Company are Mr. Ralf Hocke and Ms. Kerstin Mücher, both employees of thyssenkrupp AG. The proxies are obligated to vote on the individual agenda items in accordance with your instructions. Without instructions, voting rights cannot be exercised by the proxies. You can authorize and instruct the proxies also electronically using the electronic authorization and instruction system before and during the Annual General Meeting. 6. Electronic authorization and instruction system Authorizations and instructions should be issued via the electronic authorization and instruction system as early as possible and must arrive before voting commences on the day of the Annual General Meeting. 6.1 Access / Login You can access the electronic authorization and instruction system from January 18, 2019 via the Company s website at Click on the link Annual General Meeting to go to the electronic authorization and instruction system. On the login page of the authorization and instruction system, please begin by entering the five-digit number on your admission ticket and the single-digit security code in the fields provided. In the next field down you will then need to enter the six-digit alphanumeric internet access code ( Internetzugangs-Code ) also shown on your admission ticket. Click on»login«and on the next page confirm that you have read and accept our disclaimer. At next step, select»issue authorization with instructions to the proxies«or»power of attorney to third parties«.

7 7 6.2 Electronic authorization and instruction of Company-nominated proxies After you select»authorization with instructions to the proxies of thyssenkrupp AG«a page entitled Proxy & instruction to host will open. You can choose either to approve all the proposals of the administration or to issue instructions on each individual agenda item (click on»yes«or»no«as appropriate. If you fail to click on either, your vote will be counted as an abstention). Your instructions will now be displayed in a submission preview for you to check. If the instructions displayed are correct, click on»confirm«if not, click on»edit«. You can cancel your entries via»cancellations«or print off a confirmation of your entries for documentation purposes. You can then close the dialog using the»logout«button. If you are in possession of several admission tickets for which you wish to issue authorization and instructions via the internet, you will need to complete the authorization and instruction system separately for each ticket. 6.3 Electronic authorization of a third-party proxy After you select»authorize third-party proxy«a page entitled Proxy to third party will open. Please enter the name and place of residence of your proxy and click on»confirm«. Confirmation of the authorization will then be displayed which you can print out for your files. To close the dialog, click on»logout«. When authorizing a third-party proxy via the electronic system, please note that this proxy must be willing to attend the Annual General Meeting in person and actively participate in the voting to exercise your voting rights. Your proxies are not notified of their authorization by us. Please therefore ensure that you contact your proxy yourself. If you are in possession of several admission tickets for which you wish to issue authorization via the internet, you will need to complete the authorization and instruction system separately for each ticket.

8 8 6.4 Cancellation / Amendment of authorizations and instructions issued electronically You can use the internet to cancel authorizations and change instructions you have issued via the internet. Authorization cancellations/changes to instructions must be submitted before the start of voting on the day of the Annual General Meeting. To re-access the authorization and instruction system, follow the same procedure as described in section Technical requirements To use the electronic authorization and instruction system, your browser must support 128-bit SSL encryption. The electronic authorization and instruction system is optimized for Microsoft Internet Explorer, Version 8.0 or higher including the latest security updates. The system will open in a separate window. If this does not work, please ensure that the pop-up blocker in your browser allows access to the site. Please also check that your browser s security and data protection settings will allow the program to run. In particular, you may encounter availability problems when using a tablet PC, smartphone or similar mobile device due to the specific requirements of these devices. 7. Legal notes / Disclaimer Postal vote (1) Votes cast on agenda item 2 will also count if the proposal on the disposition of net income presented to the Annual General Meeting is amended due to a change in the number of dividend-eligible shares. (2) If separate ballots are held on an agenda item, the vote cast for this agenda item as a whole shall apply accordingly for each separate ballot item. (3) Even if you vote by postal vote, your admission ticket still entitles you to participate in the Annual General Meeting in person or via a third-party proxy or to authorize and instruct the Company-nominated proxies via the electronic system. (4) Votes cast by postal vote are automatically cancelled if the shareholder concerned participates in the Annual General Meeting in person or via a third-party proxy or regardless of the date of receipt authorizes and instructs the Company-nominated proxies via the electronic system.

9 9 (5) If you vote by postal vote, you will not be registered as a participant at the Annual General Meeting. You will not be entered in the register of participants at the Annual General Meeting and your name will not be published. Authorizations and instructions (1) The instruction you issue to the proxies in respect of agenda item 2 will continue to apply if the proposal on the disposition of net income presented to the Annual General Meeting is amended due to a change in the number of dividend-eligible shares. (2) If separate ballots are held on an agenda item, the instructions issued for this agenda item as a whole shall apply accordingly for each separate ballot item. (3) The Company-nominated proxies cannot participate on your behalf in the voting on proposals relating to procedures in the Annual General Meeting, countermotions put forward during the Annual General Meeting or other motions not announced ahead of the Annual General Meeting. In the same way, proxies cannot be requested in writing or electronically via the internet to ask questions or propose motions in the Annual General Meeting. (4) Even if you authorize the Company-nominated proxies or a third-party proxy (in writing or via the internet), your admission ticket still entitles you to participate in the Annual General Meeting in person or via another third-party proxy. (5) If you participate in the Annual General Meeting in person or via a thirdparty proxy, this will automatically cancel any authorization and instructions issued to the Company-nominated proxies via the electronic system. (6) If you participate in the Annual General Meeting in person or via a proxy with written authorization, this will automatically cancel any authorization issued to a third-party proxy via the electronic system. (7) If you participate in the Annual General Meeting in person or by proxy you may no longer issue authorizations and instructions to proxies via the electronic system. (8) If you authorize proxies via the electronic system, the name of one of the proxies will be entered in the register of participants at the Annual General Meeting and your name will not be published.

10 10 Use of the internet service When you receive your admission ticket, please ensure that the envelope has not been tampered with. If you suspect unauthorized use has been made of the online service, you can have your access blocked by ing with details of your address, admission ticket number and number of votes. Any authorizations you have issued to thirdparty proxies or authorizations and instructions issued to the Companynominated proxies will then be cancelled and deleted. You will receive notification by . You can then log back into the system to issue your authorizations and if appropriate instructions again. The stability and availability of the electronic authorization and instruction system for the Annual General Meeting of thyssenkrupp AG on February 1st, 2019 as well as the internet transmission of the Annual General Meeting may be subject to technical problems. Neither thyssenkrupp AG nor the proxies authorized by you have any control over the availability, functionality, stability and reliability of the telecommunication network and the third-party internet services used. If, despite all the security measures taken, we detect unauthorized extraneous intervention in the data recorded for the internet voting procedure and treated in accordance with the General Data Protection Regulation, we reserve the right to suspend or cease use of the system without further notice. In this case, only authorizations and instructions issued via the internet for which manipulation can be ruled out will be accepted. Disclaimer We accept no guarantee and liability for the functionality, availability, stability and reliability of the electronic authorization and instruction system or for access to the system including the third-party internet services and network elements used. Further, we accept no responsibility for errors and deficiencies in the hardware and software used for voting via the internet including that of the service providers used unless it is a case of specific intent or gross negligence. If you have any questions about data protection, please contact the data protection officer at thyssenkrupp AG, Compliance, thyssenkrupp Allee 1, Essen, Germany. thyssenkrupp AG is the responsible entity in the meaning of the Federal Data Protection Act.

11 11 8. Contact If you require further information, please call: We will be happy to help. Duisburg and Essen, December 2018 Yours sincerely, thyssenkrupp AG

12 thyssenkrupp AG thyssenkrupp Allee Essen, Germany