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

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Thyssenkrupp AG in Respect of Non-Equity Securities Within the Meaning of Art Debt Issuance Programme Prospectus 14 January 2010 This document constitutes two base prospectuses for the purpose of article 5.4 of the Directive 2003/71/EC (the “Prospectus Directive”), (i) the base prospectus of ThyssenKrupp AG in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 (“Non-Equity Secur- ities”) and (ii) the base prospectus of ThyssenKrupp Finance Nederland B. V. in respect of Non-Equity Securities (together “Debt Issuance Programme Prospectus” or the “Prospectus”). ThyssenKrupp AG (Duisburg and Essen, Federal Republic of Germany) as Issuer and, in respect of Notes issued by ThyssenKrupp Finance Nederland B. V., as Guarantor and ThyssenKrupp Finance Nederland B.V. (Krimpen aan den IJssel, The Netherlands, a private company with limited liability incorporated under the laws of The Netherlands) as Issuer € 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 trade Notes on the Regulated Market “Bourse de Luxembourg” (as defined below). Notes issued under the Programme may also be listed on other or further stock exchanges or may not be listed at all. Each 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 relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières), which implements the Prospectus Directive and the Council of 4 November 2003 (the “Luxembourg Law”), to approve this Prospectus and to provide the competent authorities in the Federal Republic of Germany, The Netherlands, the Republic of Austria, the Republic of Ireland and the United Kingdom of Great Britain and Northern Ireland with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law (each a “Notification”). Each Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic Area with a Notification. Under the Luxembourg Law, prospectuses relating to money market instruments having a maturity at issue of less than 12 months and complying also with the definition of securities are not subject to the approval provisions of Part II of such law. Arrangers Citi Deutsche Bank Dealers Bayern LB BNP PARIBAS Citi Commerzbank Credit Suisse Deutsche Bank HSBC J.P. Morgan The Royal Bank of Scotland UBS Investment Bank UniCredit Bank WestLB AG This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus replaces the Prospectus dated 13 January 2009 pertaining to the Programme. It is valid for a period of twelve months from the date of its publication. RESPONSIBILITY STATEMENT ThyssenKrupp AG, with its registered offices in Duisburg and Essen and its headquarters at August-Thyssen-Strasse 1, Düsseldorf, Federal Republic of Germany (“ThyssenKrupp”, the “Company” or the “Guarantor” and, together with all of its affiliated companies within the meaning of the German Stock Corporation Act (Aktiengesetz), the “ThyssenKrupp Group” or the “Group”) and ThyssenKrupp Finance Nederland B. V., with its registered office in Krimpen aan den IJs- sel, The Netherlands (“ThyssenKrupp Finance”), (each an “Issuer” and together the “Issuers”) are solely responsi- ble for the information given in this Prospectus. Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. 2 NOTICE This Prospectus should be read and construed with any supplement hereto and with any other documents incorporated by reference. Full information on the Issuers and any Tranche of Notes (as defined herein) is only available on the basis of the combination of the Prospectus and the final terms (the “Final Terms”) relating to such Tranche. The Issuers have confirmed to the dealers set forth on the cover page (each a “Dealer” and together the “Dealers”) that this Prospectus contains to the best of their knowledge all information which is material in the context of the Pro- gramme 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 expres- sion of any such opinions or intentions misleading. To the extent permitted by the laws of any relevant jurisdiction neither the Arrangers 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. Each Issuer and the Guarantor have undertaken with the Dealers to publish a supplement to this Prospectus or to pub- lish 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 inaccuracy relating to the information included in this Prospec- tus 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 Issuers 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 informa- tion supplied by the relevant 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 relevant Issuer, the Dealers or any of them. This Prospectus is valid for 12 months from the date of its publication and it and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. 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 informa- tion 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 relevant Issuer since such date or that any other informa- tion 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 juris- dictions may be restricted by law. Persons into whose possession the Prospectus or any Final Terms comes are required by the Issuers 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 European Economic Area in general, the United Kingdom of Great Britain and Northern Ireland, The Netherlands and Japan see “Selling Restrictions” on pages 170 to 174 of this Prospectus. In particular, the Notes have not been and will not be registered under the United States Secu- rities Act of 1933 (the “Securities Act”), as amended, and are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U. S. persons. This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented Directive 2003/71/EC (the “Prospectus Directive”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering or placement contemplated in this Prospectus as completed by Final Terms in rela- tion to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for an Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been 3 completed by Final Terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or Final Terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, none of the Issuers nor any Dealer has authorised, nor do any of them authorise, the making of any offer of Notes in circumstances in which an obligation arises for an Issuer or any Dealer to publish or supplement a prospectus for such offer.
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