Right of designation
Under Article 9, paragraph 2 of the Articles of Association as amended by the Annual General Meeting of thyssenkrupp AG on January 19, 2007, the Alfried Krupp von Bohlen und Halbach Foundation is entitled to designate one Supervisory Board member if it holds shares representing at least 10% of the Company's capital stock, two such members if it holds at least 15% and three if it holds at least 25%. Designated Supervisory Board members count as shareholder representatives. This amendment to the Articles of Association became effective upon entry in the Commercial Register of Essen Local Court on July 13, 2007.
Designated Supervisory Board members are equal to the Supervisory Board members elected by the Annual General Meeting; they have the same rights and obligations and are subject to the same duties of care. Like the Supervisory Board members elected by the Annual General Meeting, designated Supervisory Board members are committed to acting exclusively in the interests of thyssenkrupp AG. In performing their duties, designated Supervisory Board members are not bound by instructions of the party entitled to designate.
The term of office of designated Supervisory Board members ends no later than at the close of the Annual General Meeting which resolves on the ratification of the acts of the Supervisory Board in the fourth fiscal year following the beginning of the designation. The party entitled to designate may specify the term of office within this framework and remove a designated Supervisory Board member at any time and replace him/her with another member. Removal by the Annual General Meeting is possible if the conditions for the right of designation specified in the Articles of Association cease to apply, e.g. one of the thresholds set out in Article 9, paragraph 2 is no longer reached.