Corporate Governance at ThyssenKrupp

Corporate governance at ThyssenKrupp is based on the German Corporate Governance Code, which has become established as a benchmark for good corporate management in Germany. We comply with all recommendations and suggestions of the Code, which was most recently amended by the Government Commission on the German Corporate Governance Code on June 06, 2008. Details are provided in the following report.

Corporate Governance Report

The Executive Board – also on behalf of the Supervisory Board – reports in the following on corporate governance at ThyssenKrupp in accordance with section 3.10 of the German Corporate Governance Code:

ThyssenKrupp has always attached great importance to responsible and transparent corporate governance aimed at creating value on a sustainable basis. The Group is traditionally guided by internationally and nationally recognized standards of good and responsible corporate management. We regard corporate governance as an issue which embraces all areas of the Group. We aim to justify on a sustained basis the trust placed in us by investors, financial markets, business partners, employees and the general public and to continuously further develop corporate governance in the Group. We are convinced that good corporate governance is an essential element of the Company's success.

Detailed information on this subject is also available on our website. The current Declaration of Conformity and previous Declarations of Conformity can also be accessed online.

Unqualified Declaration of Conformity again

ThyssenKrupp has been complying with all recommendations of the German Corporate Governance Code for years. In the reporting year, the Executive Board and Supervisory Board once again intensively addressed the requirements of the Code, especially the amendments of June 06, 2008. Based on these discussions, on October 01, 2008 the Executive Board and Supervisory Board issued the statutory Declaration of Conformity in accordance with Art. 161 of the Stock Corporation Act (AktG), stating that ThyssenKrupp complies with all the recommendations of the German Corporate Governance Code as amended on June 06, 2008. The Company also complies with all suggestions of the Code.

ThyssenKrupp is also implementing the new provision added to the current version of the Code on the handling of compensation issues in meetings of the full Supervisory Board. Based on a proposal by the Personnel Committee, the full Supervisory Board resolved the compensation system for the Executive Board including the major contractual elements and will review this on a regular basis. On June 06, 2008 the Code Commission changed the former suggestions on the so-called severance payment cap into recommendations; ThyssenKrupp already complied with these provisions in the prior year, when they were still suggestions. The severance payment cap has been taken into account in the conclusion of Executive Board member contracts since the beginning of the fiscal year. Executive Board member contracts at ThyssenKrupp do not contain a promise of payments in the event of premature termination of Executive Board activity resulting from a change of control.

The Code is also implemented at our exchange-listed subsidiary Eisen- und Hüttenwerke AG, taking into account the particularities of its membership in the Group. Individual variances are presented in the Company's Declaration of Conformity of October 01, 2008.

Transparent information for stockholders and the general public

Stockholders, analysts, stockholder associations, the media and interested members of the public are kept regularly informed about important recurring dates, such as the date of the Annual General Meeting or the publication dates for our quarterly reports, by a financial calendar which is published in the Annual Report, the quarterly reports and on the Company's website. Our active investor relations work also keeps us in close contact with our stockholders. For example, we hold regular meetings with analysts and institutional investors. In addition to the annual analysts' and investors' conferences on the annual financial statements and half-year financial statements, conference calls for analysts and investors are organized to coincide with the publication of the interim reports on the 1st quarter and the nine-month figures. All the presentations we prepare for these events and also for road shows and investors' meetings are freely accessible on the internet. Video and audio recordings of key events can also be replayed on our website. The venues and dates of road shows and investors' meetings are also available online.

The Annual General Meeting of ThyssenKrupp is prepared in such a way as to ensure all stockholders receive all the information they need quickly and efficiently before, during and after the meeting. We also aim to make it easier for them to register for the Annual General Meeting and exercise their rights. Ahead of the Annual General Meeting, stockholders receive detailed information on the past fiscal year in the Annual Report. The invitation to the meeting lists the individual items on the agenda and sets out the conditions for participation. All documents and information on the Annual General Meeting are also available on our website. In addition, we have set up an infoline to handle questions from our stockholders. Our investor relations staff can also be contacted by e-mail. We publish the attendance figure and voting results on our website directly after the Annual General Meeting. This assures and simplifies the exchange of information between us and our stockholders on all matters relating to the Annual General Meeting.

Stockholders can exercise their voting rights at the Annual General Meeting in person or by proxy, for which they can authorize a representative of their choice or a company-nominated proxy acting on their instructions. Proxy voting instructions can be issued to this representative via the internet before and during the Annual General Meeting up to the end of the general debate. Stockholders unable to attend the Annual General Meeting and interested members of the public can view the meeting in full on the internet.

Responsible cooperation between Executive Board and Supervisory Board

The Executive Board and Supervisory Board work together closely in the interest of the Company. Their joint goal is to increase the sustainable value of the enterprise.

In accordance with statutory requirements ThyssenKrupp AG has a two-tier governance system characterized by a clear separation of management and supervisory functions. The Executive Board is responsible for managing the Company, develops the Company's strategy, agrees this strategy with the Supervisory Board and implements it. The Supervisory Board oversees and advises the Executive Board in its management duties. It appoints the members of the Executive Board. Key decisions require the approval of the Supervisory Board.

As required under the German Corporate Governance Code, with Dr. Cromme and Dr. Kriwet the Supervisory Board of ThyssenKrupp AG includes no more than two former Executive Board members; this guarantees the independence of advice to and oversight of the Executive Board. The Executive Board provides the Supervisory Board with regular detailed updates on all issues of relevance to the Company related to planning, business development, the risk situation and the risk management system. Variances between the actual course of business and the Company's plans and targets are explained and the reasons provided. The Executive Board's reports also include the subject of compliance, i.e. the measures in place to ensure compliance with statutory provisions and the Group's internal policies. Under the Articles of Association of ThyssenKrupp AG, important transactions require the approval of the Supervisory Board. For more details, please turn to the Report by the Supervisory Board.

The Company has taken out directors and officers (D & O) liability insurance with an appropriate deductible for all members of the Executive and Supervisory Boards.

Again this year, the only case of a consultancy or other service contract between members of the Supervisory Board and the Company related to Dr. v. Schenck, who is both a member of our Company's Supervisory Board and a partner in the international law firm Clifford Chance. Insofar as this law firm acted in a legal advisory capacity for the Company in 2007/2008, the engagement was approved by the Supervisory Board Personnel Committee. Conflicts of interest of Executive or Supervisory Board members, which must be disclosed immediately to the Supervisory Board, did not occur.

The period of office of the stockholder representatives on the Supervisory Board of ThyssenKrupp AG ends at the close of the Annual General Meeting which resolves on ratifying the acts of the Supervisory Board during fiscal 2008/2009. The period of office of the employee representatives on the Supervisory Board ends at the close of the Annual General Meeting on January 23, 2009. The process for electing new employee representatives has already been initiated; we will report on the results at the Annual General Meeting on January 23, 2009.

Appropriate control and risk management system

Good corporate governance involves dealing responsibly with risks. The Executive Board ensures that an appropriate risk management and risk control system is in place in the Company. The systematic risk management activities performed as part of our value-based Group management approach ensure that risks are identified and assessed at an early stage and that risk positions are optimized. The Executive Board keeps the Supervisory Board informed about existing risks and their development. The Audit Committee of the Supervisory Board regularly monitors the accounting process, the effectiveness of the internal control, risk management and auditing system as well as the auditing of the financial statements. The risk management and internal auditing system is continuously evolved and adapted to changing conditions. More details of our control and risk management system can be found in "Risk report".

Compliance as a key management duty of the Executive Board

Compliance, in the sense of measures to ensure adherence to statutory provisions and internal Company policies and observance of these measures by the Group companies, is a key management duty at ThyssenKrupp. A compliance program was introduced directly after the merger of predecessor companies Thyssen and Krupp in 1999. It has been regularly reviewed and revised as necessary ever since. The Groupwide compliance activities focus on antitrust law and anticorruption policies. The compliance program contains far-reaching measures to ensure adherence to corruption and antitrust regulations and the Group policies based on them.

The Executive Board of ThyssenKrupp AG has unequivocally expressed its rejection of antitrust violations and corruption in the ThyssenKrupp Compliance Commitment. Antitrust violations and corruption will not be tolerated and will result in sanctions against the persons concerned. All employees are requested to cooperate actively in their areas of responsibility in implementing the compliance program. The Compliance Commitment is supplemented by various Group policy statements and publications which explain the underlying statutory provisions in more detail.

The segments are responsible for implementing the compliance program. Their legal and compliance departments hold regular training sessions to inform employees about the relevant statutory provisions and internal policies and are available to answer individual questions. More than 5,000 employees have received training worldwide. Particular emphasis was placed on training in countries which may have higher compliance risks. Classroom training sessions are supplemented by a Groupwide interactive e-learning program. Around 20,000 employees completed the first phase of the program; phase 2 was launched in August 2008 and has so far been completed by over 29,000 people.

To supplement the compliance program, ThyssenKrupp has also introduced a whistleblower hotline. It is run for us by an external law firm. The whistleblower hotline is available to employees of the Group and also third parties to report possible infringements of laws or policies at ThyssenKrupp companies. Here again, the focus is on antitrust violations and corruption. The hotline can be contacted from anywhere in the world and is toll-free. On request, compliance violations may also be reported anonymously. Information can be submitted by telephone or e-mail. Contact data are also available on our website. Further compliance measures relate among other things to capital market law and adherence to the corresponding Group policy.

The statutory provisions of Art. 15a of the Securities Trading Law (WpHG) are supplemented by an insider policy, which sets out principles for trading in securities of the Company for directors and employees and ensures the requisite transparency. The Group has a long-established clearing office for ad hoc disclosures in which representatives of various specialist departments carry out assessments to identify any matters subject to ad hoc reporting requirements, with a view to ensuring potential inside information is handled in compliance with the law. All persons who need access to inside information to perform their work at ThyssenKrupp AG are entered in an insider register.

High transparency through comprehensive information

To maximize transparency and ensure equal opportunities for everyone, the aim of our corporate communications is to make the same information available to all target groups at the same time. Stockholders and potential investors have constant access to the latest developments at the Group on our website. All press and stock exchange (ad hoc) announcements made by ThyssenKrupp AG are also published online in German and English. The Company's Articles of Association and the Rules of Procedure for the Executive Board, Supervisory Board and Audit Committee can also be viewed on our website, as can the consolidated financial statements, interim reports and details of how ThyssenKrupp is implementing the recommendations and suggestions of the German Corporate Governance Code.

Our stockholders' letter "# 750.000 compact" is issued on the internet in parallel with the publication of our annual report and quarterly reports. It provides easy-to-understand information on the Group's performance and strategic objectives, our share price, new projects and other current themes. Finally, all stockholders and interested readers can subscribe to an electronic newsletter which reports news from the Group.

Directors' dealings

According to Art. 15a of the Securities Trading Act (WpHG) the members of the Executive Board and Supervisory Board are obligated to disclose the purchase and sale of ThyssenKrupp AG shares and related financial instruments whenever the value of transactions by directors or related parties amounts to €5,000 or more. This also applies to specific employees with management duties and parties closely related to them. For the 2007/2008 fiscal year, ThyssenKrupp AG received notification of the following transactions, which are published on our website:

DIRECTORS’ DEALINGS

Date Place		Name		Function		Financial instrument		Type of transaction		No. of shares		Price per share *)		Transaction volume
12-04-2007 Frankfurt am Main		Prof. Dr. Bernhard Pellens		Supervisory Board member		ThyssenKrupp share		Purchase		800		€38.00		€30,400.00
12-04-2007 XETRA		Ralph Labonte		Executive Board member		ThyssenKrupp share		Purchase		3,875		€37.95		€147,056.25
12-04-2007 XETRA		Dr.-Ing. Ekkehard D. Schulz		Executive Board member		ThyssenKrupp share		Purchase		6,500		€38.31		€249,019.97
12-11-2007 XETRA		Dr.-Ing. Ekkehard D. Schulz		Executive Board member		ThyssenKrupp share		Purchase		6,600		€37.47		€247,320.00
01-21-2008 XETRA		Dr.-Ing. Ekkehard D. Schulz		Executive Board member		ThyssenKrupp share		Purchase		7,550		€32.98		€249,012.59
03-04-2008 XETRA		Edwin Eichler		Executive Board member		ThyssenKrupp share		Purchase		17,950		€39.08		€701,486.00
09-08-2008 XETRA		Ralph Labonte		Executive Board member		ThyssenKrupp share		Purchase		3,350		€29.93		€100,249.78
09-09-2008 XETRA		Dr.-Ing. Ekkehard D. Schulz		Executive Board member		ThyssenKrupp share		Purchase		5,500		€27.12		€149,132.50
09-11-2008 XETRA		Dr. Olaf Berlien		Executive Board member		ThyssenKrupp share		Purchase		7,300		€27.86		€203,382.00
09-15-2008 XETRA		Dr.-Ing. Ekkehard D. Schulz		Executive Board member		ThyssenKrupp share		Purchase		3,795		€26.35		€99,998.25
09-15-2008 XETRA		Dr. Ulrich Middelmann		Executive Board member		ThyssenKrupp share		Purchase		5,700		€26.27		€149,762.00
09-16-2008 XETRA		Dr.-Ing. Ekkehard D. Schulz		Executive Board member		ThyssenKrupp share		Purchase		3,850		€25.98		€100,026.85
09-17-2008 XETRA		Dr.-Ing. Ekkehard D. Schulz		Executive Board member		ThyssenKrupp share		Purchase		2,000		€24.96		€49,920.00
09-29-2008 XETRA		Dr. Ulrich Middelmann		Executive Board member		ThyssenKrupp share		Purchase		7,000		€21.73		€152,110.00

At September 30, 2008 the total volume of shares in ThyssenKrupp AG held by all Executive and Supervisory Board members was less than 1% of the shares issued by the Company.

The other directorships held by Executive and Supervisory Board members are listed under "Additional information" Details of related party transactions are given in the Notes to the Consolidated Financial Statements.

Financial-statement audit by KPMG

In line with European Union requirements, ThyssenKrupp draws up its consolidated financial statements and quarterly reports in accordance with the International Financial Reporting Standards (IFRS). The statutory parent-company financial statements of ThyssenKrupp AG, on which the dividend payment is based, are drawn up in accordance with German GAAP (HGB). For the reporting period we again agreed with the auditors KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin (formerly: KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin) that the Chairman of the Audit Committee would be informed immediately of any possible grounds for exclusion or bias arising during the audit insofar as they are not immediately eliminated, and that the auditors would report immediately on any findings and occurrences during the audit which have a significant bearing on the duties of the Supervisory Board. It was also agreed that the auditors would inform the Supervisory Board or make a note in the audit report of any facts ascertained during their examination which conflict with the Declaration of Conformity issued under Art. 161 Stock Corporation Act (AktG) by the Executive Board and Supervisory Board.

Compensation Report

The following Compensation Report forms part of the management report.

Performance-based compensation for the Executive Board

For years we have regarded the transparent and clear presentation of Executive Board compensation as a key element of good corporate governance. The overall compensation paid to Executive Board members comprises the following compensation components: fixed compensation, a bonus, a long-term incentive component as well as additional benefits and pension plans. The Personnel Committee of the Supervisory Board is responsible for determining individual Executive Board compensation. Based on a proposal by the Personnel Committee, the full Supervisory Board resolved the compensation system for the Executive Board including the major contractual elements and will review this on a regular basis.

Criteria for the appropriateness of Executive Board compensation include primarily the duties of the individual Executive Board member, his/her personal performance and that of the Executive Board as well as the business situation, success and prospects of the Company relative to its peers.

Executive Board member contracts concluded since the start of the reporting year make provision for a severance payment in the event of the premature termination of Executive Board activity without cause. Severance payments are limited to a maximum of two years' compensation including benefits (severance payment cap), and compensate no more than the remaining term of office. Executive Board member contracts do not contain a promise of payments in the event of premature termination of Executive Board activity resulting from a change of control.

Regarding the various compensation components: Compensation for Executive Board members comprises non-performance-related and performance-related components. The non-performance-related components are the fixed compensation, additional benefits and pension plans, while the performance-related components are the bonus and the long-term incentive components.

The basic non-performance-related fixed compensation is paid out as a monthly salary. It was previously reviewed every three years. In its meeting on September 05, 2008, the Supervisory Board resolved to reduce the period for reviewing fixed compensation to two years. In the review carried out at October 01, 2008, the fixed compensation of Executive Board members from the new fiscal year 2008/2009 was increased by around 10% to €585,000 for an ordinary Executive Board member, based on the salary increase for the Group's executive employees over the past three years. The Executive Board members also receive additional non-cash benefits mainly comprising the tax value of real property, related incidental costs, insurance premiums and the use of company cars for private purposes. The Executive Board members are responsible for paying tax on these additional benefits as compensation components. In principle they are available in the same way to all Executive Board members; they vary in amount according to the personal situation of the individual member. As in previous years, no loans or advance payments were granted to members of the Executive Board, nor were any guarantees or other commitments entered into in their favor.

The first component of performance-related compensation is the bonus. The bonus amount is based equally on the development of EBT (earnings before taxes) and ROCE (return on capital employed) in the Group. Executive Board members who also chair the executive board of a segment holding company receive part of their bonus based on the segment's key indicators (EBT, ROCE, TKVA). This means that the bonus as a performance incentive is linked to the performance indicators used in the Group and also takes into account the performance of the segments. In addition to their bonus, Executive Board members receive a variable compensation component with a long-term incentive effect under the Mid Term Incentive plan (MTI). The bonus system and MTI plan are based on a policy which was issued by the Supervisory Board Personnel Committee in 2002 and amended in 2007.

Overall compensation to active members of the Executive Board for their work in fiscal 2007/2008 was €19.8 million (prior year: €22.0 million). In the prior year, Gary Elliott and Dr. A. Stefan Kirsten, who have since left the Executive Board, received total compensation of €3.4 million.

The compensation also includes the stock rights granted to the Executive Board members under the 6th installment of the MTI at the beginning of January 2008. These stock rights are disclosed at their value at grant date, calculated in accordance with the requirements for international accounting. The number of stock rights issued under the MTI is adjusted at the end of the respective performance period on the basis of a comparison of the average ThyssenKrupp Value Added (TKVA) over the three-year performance period – starting from October 01 of the fiscal year in which the stock rights were awarded – with the average TKVA of the previous three fiscal years. For every €50 million change in TKVA, the number of stock rights changes by 10%. More information on TKVA can be found in Business management – Goals and strategy. At the end of the performance period the stock rights awarded are paid out on the basis of the average price of ThyssenKrupp shares in the first three months after the end of the performance period.

The following table shows the breakdown of compensation for the individual Executive Board members in the 2007/2008 fiscal year. The prior-year figures are shown in brackets:

Table: Executive Board compensation 2007/2008

The reduction in the bonus compared with the prior year is due to the lower EBT and ROCE in the reporting year: EBT was down from €3,330 million to €3,128 million and ROCE from 20.7% to 18.3%.

The above table shows a breakdown of pensions for each individual member of the Executive Board. Pensions are paid to former Executive Board members who have either reached the normal age limit of currently 60 years, become permanently incapacitated for work or whose employment contract taking into account other income has been prematurely terminated or not renewed. Under the amended provisions now applied, pensions will only be paid upon premature termination or non-renewal of employment contracts if the Executive Board member is at least in his/her second five-year period of office and is older than 55. The pension of an Executive Board member is based on a percentage of the final fixed salary component he/she received prior to termination of his/her employment contract. This percentage increases with the duration of the Executive Board member's appointment. In general it is 30% from the start of the first five-year period of appointment, 50% from the start of the second and 60% from the start of the third. The pension of the Executive Board Chairman is 65%. Under a no longer valid agreement, two Executive Board members continue to receive a chauffeur-driven car and specific insurance benefits for a period of five years after entering into retirement on account of their having served on the Executive Board for over ten years. Current pensions are adjusted annually in line with the consumer price index. Under the surviving dependants' benefits plan, a widow receives 60% of the pension (previously 75%) and each dependant child (generally up to the age of 18, maximum age 25 years, in justified exceptional cases up to the age of 27) 20%, up to a maximum of 100% of the pension amount. For these future pension entitlements the Company recognizes pension accruals on the basis of IFRS. In the year under review, allocations to the pension accruals for active Executive Board members amounted to €3,580,000 (prior year: €4,790,000). The amount for 2007/2008 comprises service costs of €1,502,000 (prior year: €2,818,000) and interest costs in the amount of €2,078,000 (prior year €1,972,000). The prior-year figures included allocations for Executive Board members Gary Elliott and Dr. A. Stefan Kirsten, who stepped down in fiscal 2006/2007.

No further payments have been promised to any Executive Board members in the event that they leave their post. In the reporting year, no members of the Executive Board received payments or corresponding promises from third parties in connection with their Executive Board positions.

The 3rd installment of the MTI was paid out in 2007/2008. The value of this installment was based on the increase in the average TKVA in the three fiscal years 2001/2002 - 2003/2004 against the average TKVA of the three-year performance period 2004/2005 - 2006/2007. In the stated performance period, average TKVA increased significantly from €(65) million to €1,538 million; the share price rose from €15.78 at the grant date to €41.15 at the end of the three-year performance period. On this basis, the Executive Board members received the following payments under the 3rd installment of the MTI (prior-year figures in brackets): Dr. Schulz €2,715,000 [€1,889,000], Dr. Middelmann €2,057,000 [€1,431,000], Dr. Berlien, Mr. Eichler and Mr. Labonte each €1,645,000 [€1,145,000], Dr. Mörsdorf €1,645,000 [€859,000], Dr. Köhler €1,097,000 [€763,000] and Mr. Fechter €823,000 [€477,000]. Under the 4th to 6th installments of the MTI the Executive Board members also have a total of 154,441 stock rights which have been awarded but are not yet payable.

Total compensation paid to former members of the Executive Board and their surviving dependants amounted to €13.7 million (prior year: €15.1 million). In accordance with IFRS an amount of €142.3 million (prior year: €157.8 million) was accrued for pension obligations benefiting former Executive Board members and their surviving dependants.

Share-based compensation for further executives

Alongside the Executive Board, further selected executives of the Group receive part of their remuneration in the form of share-based compensation. This relates to the MTI and also to a program for the purchase of ThyssenKrupp shares at a discount

Beginning with the 2nd installment of the MTI, which was issued in August 2004, the group of employees eligible to receive stock rights was expanded on modified terms to include the executive board members of the segment holding companies and other selected executive employees. The MTI for this group of beneficiaries resulted in expense of €0.2 million in the reporting period (prior year: €46.5 million).

For fiscal year 2007/2008 the Executive Board of ThyssenKrupp AG again resolved to offer selected executive employees of the Group who are not beneficiaries of the MTI a compensation instrument in the form of the discount share purchase plan. On expiry of a specified performance period, beneficiaries are offered the chance to purchase ThyssenKrupp shares up to a fixed euro amount at a discount, which is paid by the employer. The remaining amount is the contribution to be paid by participants. The discount amount depends on the (Group) TKVA over the performance period and can be up to 80%. The shares are purchased on the stock market after expiry of the performance period. These shares are subject to a three-year blocking period.

With the discount share purchase plan, the variable compensation related to each company's performance has been expanded to include a Group-related element which integrates the central performance indicator TKVA in the incentive system. The aim of this share- and value-based compensation component is to promote concentration on the Group's targets and strengthen executives' identification with the Group.

In the reporting period the discount share purchase plan resulted in expense of €13.5 million (prior year: €11.7 million). The Executive Board of ThyssenKrupp AG will take a new decision on whether to reissue the plan in fiscal 2008/2009.

Appropriate Supervisory Board compensation

The compensation of the Supervisory Board is regulated in Art. 14 of the Articles of Association of ThyssenKrupp AG. It is based on the duties and responsibilities of the Supervisory Board members and on the situation and performance of the Group. The current compensation arrangement was resolved in the Annual General Meeting on January 19, 2007 and was amended slightly with respect to the Nomination Committee in the Annual General Meeting on January 18, 2008.

In addition to reimbursement of their expenses and a meeting attendance fee of €500, Supervisory Board members receive compensation comprising three elements: a fixed component of €50,000 and two performance-related elements. The first is a bonus of €300 for each €0.01 dividend by which the dividend paid out to stockholders for the past fiscal year exceeds €0.10 per share. On top of this, there is an annual compensation, based on the long-term performance of the Company, of €2,000 for each €100 million by which average earnings before taxes (EBT) in the last three fiscal years exceeds €1 billion.

The Chairman receives three times the above fixed compensation, bonus and long-term performance-based component, and the Vice Chairman double these amounts. In accordance with the German Corporate Governance Code, chairmanship and membership of the Supervisory Board committees are compensated separately. Supervisory Board members who only serve on the Supervisory Board for part of the fiscal year receive a proportionally reduced compensation amount. If a Supervisory Board member does not attend a meeting of the Supervisory Board or a committee meeting, his/her compensation is reduced proportionally.

On the basis of the proposed dividend, members of the Supervisory Board will receive total compensation, including meeting attendance fees, of €3.6 million (prior year: €3.4 million). The individual Supervisory Board members will receive the amounts listed in the following table for the year under review; the corresponding amounts for the previous year are shown in brackets:

Table: Supervisory Board compensation 2007/2008

Members of the Supervisory Board of ThyssenKrupp AG will additionally receive compensation of €223,458 (prior year: €150,075) for supervisory board directorships at Group subsidiaries in fiscal 2007/2008. The individual members of the Supervisory Board will receive the amounts shown in the following table:

COMPENSATION FROM SUPERVISORY BOARD DIRECTORSHIPS WITHIN THE GROUP in €

		2006/2007		2007/2008
Markus Bistram		21,904		87,690
Theo Frielinghaus		27,000		37,718
Klaus Ix		31,500		32,250
Hüseyin Kavvesoglu		34,000		35,050
Thomas Schlenz		30,000		30,750
Gerold Vogel (until Dec. 31, 2006)		5,671		—
Total		150,075		223,458

Beyond this, as in the previous year Supervisory Board members received no further compensation or benefits in the reporting year for personal services rendered, in particular advisory and mediatory services. The law firm Clifford Chance, one of whose partners is Supervisory Board member Dr. v. Schenck, received a total of €89,235 (prior year €333,556) for consultancy services for subsidiaries of ThyssenKrupp in the past fiscal year. As in previous years, no loans or advance payments were granted to members of the Supervisory Board, nor were any guarantees or other commitments entered into in their favor.

Former Supervisory Board members who left the Supervisory Board prior to October 01, 2007 receive a proportion of the long-term compensation component in the total amount of €15,683 (prior year: €29,567) for the time they served on the Supervisory Board. The breakdown is shown in the following table:

LONG-TERM COMPENSATION COMPONENT in €
for former Supervisory Board members who resigned before October 01 of the respective fiscal year

		2006/2007		2007/2008
Dr. Karl-Hermann Baumann (until Jan. 21, 2005)		3,295		—
Wolfgang Boczek (until Nov. 30, 2005)		12,421		2,256
Carl-L. von Boehm-Bezing (until Jan. 21, 2005)		3,295		—
Reinhard Kuhlmann (until Jan. 21, 2005)		3,295		—
Dr. Mohamad-Mehdi Navab-Motlagh (until Jan. 21, 2005)		3,295		—
Dr. Friedel Neuber (died October 23, 2004)		671		—
Gerold Vogel (until Dec. 31, 2006)		—		13,427
Bernhard Walter (until Jan. 21, 2005)		3,295		—
Total		29,567		15,683