Thyssenkrupp AG in Respect of Non-Equity Securities Within the Meaning of Art

1st Supplement dated 10 February 2017 to the Debt Issuance Programme Prospectus dated 16 January 2017

This document constitutes the first supplement (the “Supplement”) to the base prospectus of thyssenkrupp AG in respect of non-equity securities within the meaning of Art. 22 para 6 no. 4 of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended, (“Debt Issuance Programme Prospectus” or the “Prospectus”) for the purposes of Article 13 para 1 of the Luxembourg Law on prospectuses for securities dated 10 July 2005, as amended (Loi relative aux prospectus pour valeurs mobilières) (the “Luxembourg Law”).

thyssenkrupp AG (Duisburg and Essen, Federal Republic of Germany)

€ 10,000,000,000 Debt Issuance Programme (the "Programme")

The Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the “CSSF”) in its capacity as competent authority under the Luxembourg Law to approve this Supplement and to provide the competent authorities in the Federal Republic of Germany, The Netherlands and the Republic of Austria with a certificate of approval attesting that the Supplement has been drawn up in accordance with the Luxembourg Law relating to prospectuses for securities (each a “Notification”). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification.

This Supplement has been approved by the CSSF and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.luH ).H

thyssenkrupp AG, with its registered offices in Duisburg and Essen and its headquarters at thyssenkrupp Allee 1, 45143 Essen, Federal Republic of Germany (“thyssenkrupp AG”, the “Company” or the “Issuer” and, together with all of its affiliated companies within the meaning of the German Stock Corporation Act (Aktiengesetz), the “thyssenkrupp Group”, " thyssenkrupp" or the “Group”) is solely responsible for the information given in this Supplement to the Prospectus.

The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

The CSSF assumes no responsibility as to the economic and financial soundness of any transaction under the Programme and the quality or solvency of the Issuer in line with the provisions of Article 7(7) of the Luxembourg Prospectus Law.

This Supplement is only supplemental to, and shall only be distributed and read in connection with, the Prospectus.

Terms defined or otherwise attributed meanings in the Prospectus have the same meaning in this Supplement.

To the extent that there is any inconsistency between any statement in this Supplement or any other statement in or incorporated by reference in the Prospectus, the statements in this Supplement will prevail.

The Issuer has confirmed to the Dealers that the Prospectus as supplemented by this Supplement contains to the best of its knowledge all information which is material in the context of the Programme and the issue and offering of Notes thereunder, that the information contained therein is accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and that there are no other facts the omission of which would make the Prospectus or this Supplement as a whole or any of such information or the expression of any such opinions or intentions misleading.

To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer accepts any responsibility for the accuracy and completeness of the information contained in the Prospectus or this Supplement, or any other document incorporated by reference nor for the information contained in any Final Terms.

No person has been authorized by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or this Supplement or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as in the public domain and, if given or made, such information or representation should not be relied upon as having been authorized by the Issuer, the Dealers or any of them.

Copies of the Supplement and the document incorporated by reference are available on the Luxembourg Stock Exchange website (www.bourse.lu).

This Supplement does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any Notes.

2 Supplemental Information

1) Under Element B.12 "Significant changes in the financial and trading position" on page 5 of the Prospectus, the information in the third column shall be replaced by the following text:

"Not applicable; there has been no significant change in the financial or trading position of thyssenkrupp AG since 31 December 2016."

2) Under Element B.13 "Recent Events" on page 5 of the Prospectus, the information in the third column shall be replaced by the following text:

"thyssenkrupp has agreed with Airbus to acquire the 49 per cent. interest of Airbus in the Atlas Elektronik group and will therefore become the sole owner of Atlas Elektronik, in which it already holds a 51 per cent. interest. The transaction is still subject to the approval of the German Federal Government as well as regulatory approvals."

3) Under Element B.12 "Signifikante Veränderungen in der Finanzlage oder Handelsposition" on page 19 of the Prospectus, the information in the third column shall be replaced by the following text:

"Entfällt; seit dem 31. Dezember 2016 sind keine wesentlichen Veränderungen in der Finanzlage oder der Handelsposition der thyssenkrupp AG eingetreten."

4) Under Element B.13 "Letzte Ereignisse" on page 19 of the Prospectus, the information in the third column shall be replaced by the following text:

"thyssenkrupp hat mit Airbus eine Vereinbarung über die Übernahme des 49%-Anteils von Airbus an der Atlas Elektronik Gruppe getroffen und wird so alleiniger Anteilsinhaber der Atlas Elektronik werden, an der thyssenkrupp gegenwärtig schon 51% der Anteile hält. Die Transaktion steht noch unter dem Vorbehalt der Zustimmung der Bundesregierung und der Freigabe durch die Kartellbehörden."

5) On page 32 of the Prospectus, the sixth paragraph under the heading "Compliance risks" shall be replaced by the following:

"Atlas Elektronik is a joint company of thyssenkrupp and Airbus. The company is cooperating fully with the authorities and has initiated an internal investigation to clarify the matter regarding projects in Greece and Turkey in consultation with the Bremen public prosecutor's office. The ongoing official proceedings and the internal investigation are being closely monitored by the owners. Atlas Elektronik is currently in talks with Bremen public prosecutor over ending the investigation proceedings by mutual agreement. "

6) On page 180 of the Prospectus, the paragraph under the heading "Significant change in thyssenkrupp’s financial or trading position" shall be replaced by the following:

"There has been no significant change in the financial or trading position of the thyssenkrupp Group since 31 December 2016."

7) On page 183 of the Prospectus, the paragraph under the heading "Recent Events" shall be replaced by the following:

8) On page 199 of the Prospectus, in the section "Documents Incorporated by Reference" the following shall be inserted before the paragraph "Any information not incorporated by reference into this Prospectus but contained in one of the documents mentioned as source documents in the cross reference list above is either not relevant for the investor or covered in another part of this Prospectus.":

3 "Unaudited consolidated interim financial statements Extracted from the thyssenkrupp AG Group for the 1st quarter ending 31 December 2016 Interim Report 1st quarter 2016/2017 October 1 – December 31, 2016

− Consolidated statement of financial position – page 20 − Consolidated statement of income – page 22 − Consolidated statement of comprehensive income – page 23 − Consolidated statement of changes in equity – page 24 − Consolidated statement of cash flows – page 25 − Selected Notes – page 26 to page 37 − Review Report – page 38"