Letter to our shareholders

Dear Shareholders,

Miguel López - Chairman of the Management Board

Fiscal year 2024 / 2025 was characterized by particular challenges. Worldwide, conflicts escalated and protectionist tendencies grew; Europe was impacted by weak economic growth and an unresolved energy and industry agenda; Germany faced high location and energy costs, a shortage of skilled labor, a reduction in the number of industrial jobs and increasingly complex regulation. The main task of our Executive Board team was and still is to hold our course in this environment and, at the same time, to accelerate the pace of transformation. This makes it all the more important that we as the Executive Board presented our strategic future model for thyssenkrupp to the Supervisory Board. After years without clarity, you – dear shareholders – now know the strategic direction for the future.

This makes it all the more important that we as the Executive Board presented our strategic future model for thyssenkrupp to the Supervisory Board. After years without clarity, you – dear shareholders – now know the strategic direction for the future. It is even more important to note that we are already implementing our plans – with determination and at great pace, despite challenging markets and geopolitical uncertainties. However, let us look first at thyssenkrupp’s business performance in this fiscal year.

Review of the fiscal year

2024 / 2025 was a challenging fiscal year. Uncertain markets and weaker demand – especially in the automotive industry and in engineering – curbed our business noticeably. For this reason, we adjusted our sales forecast downward in the course of the fiscal year, adjusting our expectation for adjusted EBIT to a figure at the lower end of the range between €600 million and €1,000 million. At the same time, we succeeded in increasing adjusted EBIT by €72 million year-on-year to €640 million, despite a decline in sales of 6%. This development was supported by our APEX performance program. At €363 million, free cash flow before M&A was also higher than in the prior year. We achieved the adjusted targets for our key financial performance indicators as latterly communicated in our 9-month report.

The year of decisions – new strategic future model provides certainty

In the past fiscal year, we announced the need for important decisions – that we also took. The focus here was the presentation of our new strategic future model, which serves as the operating framework for the transformation of thyssenkrupp. We are continuing to transform thyssenkrupp AG into a financial holding company that serves as the umbrella for strong and independent business entities. In this way, we are establishing greater entrepreneurial freedom for the businesses, with clear profit responsibility and greater transparency overall. We are also providing our entities with additional growth opportunities by facilitating their independent access to the capital market.

Implementation will take place incrementally. We will create stand-alone solutions for the segments once they are set up to achieve a sustainably robust business performance. In those cases where a stand-alone solution is not yet possible, we will provide targeted support to boost performance and competitiveness. All segments are aligning their actions consistently with this future model. The approach is pragmatic, reliable and based on growing value. It offers a clear perspective to our current workforce of some 93,400 employees – as it does to you, our shareholders.

The capital market has also confirmed this approach. During the reporting period, the price of thyssenkrupp stock increased by around 240%, thus significantly outperforming the relevant benchmark indices. The clear focus on establishing stand-alone solutions has strengthened trust and, at the end of September 2025, the share price reached its highest level of €11.81.

A major driver of this development was the announcement of the spin-off of a minority interest in Marine Systems. On October 20, 2025, we set a milestone with the successful stock market listing of TKMS, which is Europe’s only fully integrated system house for maritime defense. With around 8,600 employees and an order backlog of €18.2 billion at a record level, the company is ideally positioned as a maritime powerhouse. The stock market listing has given TKMS additional agility, flexibility and options – with the simultaneous backing of a strong anchor investor.

We have made crucial progress at Steel Europe as well. In July 2025, the Steel Executive Board completed negotiation with the IG Metall trade union of the new “Steel Realignment” collective restructuring agreement. This agreement forms the basis for the stepwise implementation of the industrial future concept for Steel Europe from fiscal year 2025 / 2026. Production capacity is to be reduced to a level that yields shipments of between 8.7 million and 9.0 million tons; efficiency is to be increased and a competitive cost level achieved. At the same time, we are investing in our technology and quality leadership and in the green transformation. For example, we are constructing the first direct reduction plant in Duisburg, thus making an upfront investment despite the challenging economic environment and regulatory uncertainty. We are also exploring new strategic partnerships. Following the receipt of a non-binding indicative purchase offer from Jindal Steel International, a constructive due diligence process is ongoing. By contrast, the discussions with EP Group (EPG) concerning a possible 50 / 50 joint venture were terminated by mutual agreement. EPG has returned the shares it already held, opening the way for new partnerships. Our goal is unchanged: to create an independent, competitive and future-proof perspective for Steel Europe.

The year of implementation – realignment of all segments

The progress we made in the past fiscal year is enabling us to consistently drive forward with our strategic plans. These are the basis for the current fiscal year 2025 / 2026, which has already become the year of implementation for thyssenkrupp following the successful stock market listing of TKMS; this course is to be continued with a focus on implementing our future model.

We continue to drive forward with a stand-alone solution for Materials Services. The segment is transitioning from a traditional materials distributor to a modern supply chain service provider. Here, the focus is on expanding the supply chain business, digitalizing processes and delivering sustainable solutions for our customers. We see additional potential for consolidation and growth in Europe and the USA. In North America, we have expanded capacities for precision metal processing and opened a new site in New Mexico to grow our processing and distribution activities. We are strengthening our digital sustainability portfolio through the acquisition of Luxembourg-based Waves, a software provider in the area of ESG/sustainability data and reporting. In India, we are increasing our digital expertise and market presence by expanding the service center and integrating the technology center.

In the other two business units, we are initially concentrating on strengthening our performance and competitiveness.

Automotive Technology is operating in a persistently difficult market environment and is implementing a global efficiency program that combines cost reductions, process optimization and the consolidation of support functions. At the same time, we are reorganizing the segment into four customer- and technology-focused business units. Each of these is expected to increase their operational efficiency, finance their own investments and generate sustainable profitable growth. In the case of activities that are no longer part of our main businesses, we are reviewing options such as partnerships or new ownership models. In this context, with the signing of the corresponding agreements, we initiated the sale of the Automation Engineering core business to Agile Robots on November 21, 2025.

In Decarbon Technologies too, we are focusing on performance and future viability. The market ramp-up of green technologies is advancing at a slower pace than originally anticipated but we continue to see considerable potential there in the medium to long term. Uhde is the global leader in planning and constructing industrial-scale ammonia plants. Together with Uniper, the company is developing an industrial ammonia cracker that will make it possible to import and use green hydrogen on a large scale. Rothe Erde is contributing to the energy transition by supplying slewing bearings for wind energy installations and directly connecting a site to a wind farm. Polysius is delivering the key technology for Germany’s first carbon-neutral cement plant. thyssenkrupp nucera is driving forward with the expansion of green hydrogen production. With more than 600 projects and over 10 GW of installed output, the company ranks among the leading suppliers of electrolysis technologies.

We will also be realigning Corporate Headquarters and the service units to reflect the future model. Corporate Headquarters is to become leaner and more focused, assuming the core responsibilities of a financial holding company – investments, financial management, governance and capital markets. The service companies will focus their portfolios on business-critical services. Wherever expedient, responsibilities will be transferred to the segments.

Expectations for 2025 / 2026

We expect the environment to remain challenging in fiscal year 2025 / 2026. The future development of the global economy is still uncertain. Against this backdrop, we anticipate the change in the group’s consolidated net sales to be in a range of (2)% to 1% compared with the prior year. We expect adjusted EBIT of between €500 million and €900 million. Taking account of expenses for restructuring and investment, free cash flow before M&A is likely to be between €(600) million and €(300) million. We are assuming a net loss of between €(800) million and €(400) million. This figure includes provisions for restructuring measures, especially at Steel Europe.

What is crucial, dear shareholders, is that we remain consistent in implementing the measures to improve our performance. We stand for responsibility and performance. And we are pursuing our goal of creating a focused, flexible and clearly structured company made up of successful, independent businesses.

None of this would be possible without the extraordinary commitment of our employees worldwide. Their dedication and willingness to actively shape change are the beating heart of our company. For that, we thank them. We also thank you, our shareholders, for your trust. We are convinced that our strategy will provide great opportunities for you, our owners and shareholders, in the years ahead. With your ongoing support, we will be able to leverage these opportunities to create value and ensure the long-term success of thyssenkrupp.

Best regards,

Miguel López
CEO, thyssenkrupp AG