Amendment to disposition of unappropriated profit

On November 21, 2005, the Alfried Krupp von Bohlen und Halbach Foundation purchased 15,339,893 treasury shares of ThyssenKrupp AG – equating to 2.98% of the capital stock – from the Company at the market price of €17.44. As a result of this transaction and the issue of employee shares in 2004 and 2005, ThyssenKrupp AG has sold all the treasury stock purchased from IFIC Holding AG in May 2003.

Due to this event, the following data have changed compared with the situation at the balance sheet date and the time the financial statements were drawn up:

• The Alfried Krupp von Bohlen und Halbach Foundation as the largest stockholder now holds 23.58% of the voting rights in ThyssenKrupp AG (previously 20.6%).
  
  
• The free float is reduced from 79.4% to 76.4%.
  
  
• The number of shares eligible for dividend distribution for fiscal 2004/2005 is increased by 15,339,893 from 499,149,151 to 514,489,044 shares.
  
  

The Executive Board and Supervisory Board will therefore propose to the Annual General Meeting that the unappropriated profit of ThyssenKrupp AG be used as follows:

• €411,591,235.20 to pay a dividend of €0.70 plus a special dividend of €0.10 per eligible share.
  
  
• €36,825,768.10 to be appropriated to other retained earnings
  
  

The originally proposed distribution amount of €399,319,320.80 is increased by €12,271,914.40 to €411,591,235.20. Correspondingly, the planned carryforward of €12,271,914.40 no longer applies.

The payout ratio is 45% of the net income of ThyssenKrupp AG (instead of 43%) or 40% of consolidated net income (instead of 39%).

(at December 01, 2005)