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Declaration of conformity

Declaration of Conformity as of October 01, 2016
Declaration of Conformity as of October 01, 2016

Under Art. 161 of the Stock Corporation Law (AktG) the Executive Board and Supervisory Board of a listed German stock corporation are required to issue an annual declaration stating whether the German Corporate Governance Code has been and is being observed and which of the Code's recommendations have not been or are not being applied and why.

thyssenkrupp complies with all the recommendations of the Code as amended on June 12, 2015. The Executive Board and Supervisory Board of thyssenkrupp AG issued the following declaration of conformity in accordance with Art. 161 AktG.

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German Corporate Governance Code

The German Corporate Governance Code aims to promote the confidence of national and international investors, customers, employees and the public in the governance of exchange-listed German corporations. The Code brings together important statutory requirements, takes account of nationally and internationally recognized standards in the form of recommendations and provides suggestions for good and responsible corporate governance.

The Executive Board and Supervisory Board of thyssenkrupp AG last issued a declaration of conformity in accordance with Art. 161 AktG at October 01, 2015.

Implementation of the suggestions

thyssenkrupp has complied with the German Corporate Governance Code's recommendations for many years. The Executive Board and Supervisory Board deal intensively with compliance with the provisions of the Code on a regular basis. On the basis of these discussions, the Executive Board and Supervisory Board issued a declaration of conformity in accordance with Art. 161 Stock Corporation Act (AktG), according to which thyssenkrupp AG complies with all recommendations of the German Corporate Governance Code as amended on June 12, 2015.

In addition to the recommendations, the Code contains a number of suggestions for good and responsible corporate governance, compliance with which is not required to be disclosed by law. thyssenkrupp complies with all the suggestions. Details are set out in the following chart:

Code section Suggestions of the German Corporate Governance Code complied with

2.2.4
sentence 2
In this [chairing the General Meeting], the chair should be guided by the fact that an ordinary general meeting is completed after 4 to 6 hours at the latest. yes
2.3.2
sentence 2
half-sentence 2
...; this [representative to exercise shareholders' voting rights in accordance with instructions] should also be reachable during the General Meeting. yes
2.3.3 The company should make it possible for shareholders to follow the General Meeting using modern communication media (e.g. internet). yes
3.7
par. 3
In the case of a takeover offer, the Executive Board should convene an extraordinary General Meeting at which shareholders discuss the takeover offer and may decide on corporate actions. yes
3.10
sentence 2
Comments [corporate governance report in annual report] should also be provided on the Code's suggestions. yes
5.1.2
par. 2
sentence 1
For first time appointments [of Executive Board members] the maximum possible appointment period of five years should not be the rule. yes
5.4.7
sentence 2
Participation by telephone or video conference shall also apply as participation, but this should not be the rule. yes
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