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Exchange ratios

The following share exchange ratios were established as part of the merger of Thyssen AG and Fried. Krupp AG Hoesch-Krupp (Source: Merger Report of ThyssenKrupp AG):

Based on the company values calculated by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Berlin and Frankfurt am Main, and C&L Deutsche Revision Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Essen, the following company values per share were calculated:

To simplify handling, in view of the greater number of shares and higher free float at Thyssen, a round exchange ratio of 1 Thyssen share to 10 no-par-value shares in Thyssen Krupp AG is envisaged for the Thyssen shares. With a company value per Thyssen share of DM690.09 and an exchange ratio of 1:10, the proportional company value for each of the 343,000,000 new no-par-value shares in Thyssen Krupp AG to be granted to the Thyssen stockholders amounts to DM69.009.

Since the company value of Thyssen at DM23.67 billion is twice as high as the Krupp value of DM11.835 billion, in principle 171,500,000 no-par-value shares would have to be granted to the Krupp stockholders. With a total number of Krupp shares of 21,762,569, the exchange ratio would be 1 : 7.880503. To make it practicable to buy and sell partial rights, this is rounded down to 1:7.88. The company value of Krupp is therefore covered by the granting of shares as follows:

21,762,569 Krupp shares x 7.88 gives 171,489,044 no-par-value shares in Thyssen Krupp AG. These represent a company value of DM11,834,287,438.00 (171,489,044 x DM69.009 value per share). The difference between this and the full company value for Krupp therefore amounts to DM712,562.00. Observing the restrictions of Art. 68 para. 3 UmwG, this results in an additional cash payment per Krupp share of DM0.03 (rounded).

On the basis of the above-mentioned exchange ratios, the capital stock of Thyssen Krupp AG is calculated as follows: