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Thyssenkrupp AG Debt Issuance Programme Prospectus 22 January 2021 This document constitutes the base prospectus for the purpose of article 8(1) of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended or superseded (the "Prospectus Regulation"), of thyssenkrupp AG in respect of non-equity securities within the meaning of article 2 (c) of the Prospectus Regulation ("Debt Issuance Programme Prospectus" or the "Prospectus"). thyssenkrupp AG (Duisburg and Essen, Federal Republic of Germany) € 10,000,000,000 Debt Issuance Programme (the "Programme") Application has been made to the Luxembourg Stock Exchange to list notes to be issued under the Programme (the "Notes") on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the Regulated Market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market (the "Regulated Market") is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFiD II"). Notes issued under the Programme may not be listed at all. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Prospectus Regulation and the Luxembourg law of 16 July 2019 relating to prospectuses for securities, as amended (Loi relative aux prospectus pour valeurs mobilières - "Luxembourg Prospectus Law") and provided to the competent authorities in the Federal Republic of Germany, The Netherlands and the Republic of Austria with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation (each a "Notification"). The Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic Area ("EEA") with a Notification. The CSSF has only approved this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer or the quality of any Notes that are the subject of this Prospectus. Neither does the CSSF give any undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer pursuant to article 6(4) Luxembourg Prospectus Law by approving this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Arranger Deutsche Bank Dealers BayernLB BNP PARIBAS Citigroup Commerzbank Deutsche Bank J.P. Morgan UniCredit Bank This Prospectus and documents incorporated by reference will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus is valid until 22 January 2022. This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. There is no obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies when this Prospectus is no longer valid. NOTICE This Prospectus should be read and construed with any supplement hereto and with any other documents incorporated by reference. Full information on the Issuer and any Tranche of Notes (as defined herein) is only available on the basis of the combination of this Prospectus and the final terms (the "Final Terms") relating to such Tranche. 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") has confirmed to the Arranger (as defined herein) and to the Dealers (as defined herein) that this Prospectus 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 herein 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 this Prospectus 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 this Prospectus or any supplement hereof, or any other document incorporated by reference nor for the information contained in any Final Terms. The Issuer has undertaken with the Dealers to publish a supplement to this Prospectus or to publish a new Prospectus if and when information herein should become materially inaccurate or incomplete or in the event of any significant new factor, material mistake or material inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Notes and, where approval by the CSSF of any such document is required, upon such approval having been given. 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 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. Neither the delivery of this Prospectus nor any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Prospectus is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions applicable in the United States of America, the EEA in general, the United Kingdom ("UK"), Japan, Singapore and Switzerland see "Selling Restrictions" on pages 170 to 175 of this Prospectus. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and are being sold pursuant to an exemption from the registration requirements of the Securities Act. The Notes are subject to tax law requirements of the United States of America. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). For further information, see "Selling Restrictions – United States of America". PRIIPS REGULATION / EEA RETAIL INVESTORS - If the relevant Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU as amended or superseded (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. If the above mentioned legend is included in the relevant Final Terms, no key information document required by Regulation (EU) 1286/2014 as amended or superseded ("PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA ii has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. UK PRIIPS REGULATION – UK RETAIL INVESTORS - If the relevant Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended or superseded ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA.
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