Final offer price for shares in thyssenkrupp nucera set at EUR 20.00 per share

Final offer price for shares in thyssenkrupp nucera set at EUR 20.00 per share

• Placement of 30,262,250 shares in total (including over-allotments), corresponding to an IPO size of approximately EUR 605 million
• Market capitalization of EUR 2.53 billion
• Expected free float of 24% (if greenshoe option is fully exercised)
• thyssenkrupp AG will remain committed majority shareholder
• First day of trading on July 7, 2023 on the Frankfurt Stock Exchange

Today, thyssenkrupp AG’s management board, with the approval of the supervisory board, and Industrie de Nora S.p.A. (“De Nora” and together with thyssenkrupp AG, the “Selling Shareholders”), together with thyssenkrupp nucera AG & Co. KGaA (“thyssenkrupp nucera”) set the final offer price for the shares in thyssenkrupp nucera at EUR 20.00 per share. In total, 30,262,250 shares (including over-allotments)  are being placed with investors thereof 26,315,000 new shares, corresponding to an IPO size of approximately EUR 605 million. The final offer price implies a market capitalization of thyssenkrupp nucera of EUR 2.53 billion.

Werner Ponikwar, CEO of thyssenkrupp nucera said: “We are proud that in terms of placement volume thyssenkrupp nucera is the largest global hydrogen IPO of all times. With the IPO, we are beginning a new chapter in the unique history of our company. We want to help shape the new era of sustainable energy use with our technology to produce green hydrogen. I would like to thank our dedicated colleagues worldwide.”

Arno Pfannschmidt, CFO of thyssenkrupp nucera said: “The IPO in the current market environment proves thyssenkrupp nucera right. We want to share our passion for green hydrogen with investors, and we are excited about welcoming those who support thyssenkrupp nucera in this way.”

Assuming full exercise of the greenshoe option, the free float will be 24 percent of thyssenkrupp nucera’s share capital. thyssenkrupp AG will remain a committed shareholder of thyssenkrupp nucera and retain a majority stake in the leading provider for high-efficiency electrolysis technology. De Nora will continue the long-standing partnership with thyssenkrupp AG and thyssenkrupp nucera.

Retail investors that placed orders with syndicate banks were allocated approximately 5.8 percent of the total placement volume of, in aggregate, 30,262,250 shares (including 3,947,250 shares in connection with over-allotments). All orders placed by retail investors with syndicate banks were allocated according to the following allocation key: Up to an amount of 100 shares, each order received a full allocation. Higher orders were allocated approximately 30 percent for the shares exceeding this amount. The “Principles for the allocation of shares to retail investors” issued by the German Ministry of Finance’s Stock Exchange Experts were followed and the allocation to retail investors in connection with the offering followed the same criteria for all syndicate banks and their affiliated institutions.

As part of the IPO, BNP Paribas Asset Management UK Limited (BNPP) and Energy Solutions Company (ESC), a wholly owned subsidiary of the Public Investment Fund (PIF), will purchase at the final offer price 4,250,000 shares and 7,578,900 shares, respectively.

thyssenkrupp nucera shares are scheduled to begin trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Prime Standard) under the ticker symbol NCH2 on July 7, 2023. The International Securities Identification Number (ISIN) is DE000NCA0001, and the German Securities Code (WKN) is NCA000.

Citigroup and Deutsche Bank are acting as Joint Global Coordinators in connection with the

planned transaction. Commerzbank, Société Générale as well as UniCredit are Joint

Bookrunners and Banco Santander, Crédit Agricole Corporate and Investment Bank and Intesa

Sanpaolo have been appointed as Co-Lead Managers.

Media inquiries:  

Rita Syre

thyssenkrupp nucera

Phone: +49 174 161 86 24

Mail: rita.syre@thyssenkrupp-nucera.com

Nicola Röttger

thyssenkrupp AG

Phone: +49 201 844 536481

Mail: nicola.roettger@thyssenkrupp.com

Investor inquiries:

About thyssenkrupp nucera:

thyssenkrupp nucera offers world-leading technologies for high-efficiency electrolysis plants. The company has extensive in-depth knowledge in the engineering, procurement, and construction of electrochemical plants and a strong track record of more than 600 projects with a total rating of over 10 gigawatts already successfully installed. With its water electrolysis technology to produce green hydrogen, the company offers an innovative solution on an industrial scale for green value chains and an industry fueled by clean energy – a major step towards a climate-neutrality.

www.thyssenkrupp-nucera.com

IMPORTANT NOTICE

This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129 ("Prospectus Regulation"). It does not constitute an offer to purchase any shares in thyssenkrupp nucera AG & Co. KGaA ("thyssenkrupp nucera") and does not replace the securities prospectus which is available free of charge, together with the German language translation of the summary, at www.thyssenkrupp-nucera.com. The approval of the securities prospectus by the German Federal Financial Supervisory Authority ("BaFin") should not be understood as an endorsement of the investment in any shares in thyssenkrupp nucera. It is recommended that investors read the securities prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment, which will be described in chapter 1 "Risk Factors" of the securities prospectus.

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa or any other jurisdiction in which the distribution or announcement would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”).

The securities may be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. There currently is, and there will be no public offer of securities in the United States. The securities may not be offered or sold in Australia, Canada, Japan or South Africa, subject to certain exceptions.

In any EEA Member State, other than Germany, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

In the United Kingdom, this publication is being distributed only to and is directed only at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) (i) who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) are persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order or (iii) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”).

The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

In connection with the placement of the shares in the Company, Citibank Global Markets Europe AG, acting for the account of the underwriters, will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company's shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be July 7, 2023, end ending no later than 30 calendar days thereafter (the "Stabilization Period"). Stabilization transactions may result in a market price that is higher than would otherwise prevail. The Stabilization Manager is, however, under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur, and it may cease at any time. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra, BATS Europe, Berlin Stock Exchange, Chi-X Exchange, Dusseldorf Stock Exchange, Equiduct MTF, Eurocac Stock Exchange, Hamburg Stock Exchange, Hanover Stock Exchange, IBIS, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF, VirtX Exchange.

In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the new shares sold in the offering (the "Over-Allotment Shares"). The selling shareholders have granted the Stabilization Manager, acting for the account of the underwriters, an option to acquire up to 3,947,250 shares of the Company at the offer price, less agreed commissions (the "Greenshoe Option"). To the extent Over-Allotment Shares were allocated to investors in the offering, the Stabilization Manager, acting for the account of the underwriters, is entitled to exercise this option during the Stabilization Period, even if such exercise follows any sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of stabilization measures (so-called refreshing the shoe).

Forward-looking Statements

This announcement contains “forward-looking statements”.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “will”, “anticipates”, “aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans”, “prepares” or “targets” (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results, performance and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to thyssenkrupp AG, Industrie De Nora S.p.A. or their respective affiliates, including thyssenkrupp nucera or any member of thyssenkrupp nucera, or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made of the date of this announcement.

Subject to compliance with applicable law and regulations, neither thyssenkrupp AG, nor Industrie de Nora S.p.A., nor thyssenkrupp nucera, nor any of the underwriting banks (together, the “Underwriters”) nor their respective affiliates intend to update, review, revise or conform any forward looking statement contained in this announcement to actual events or developments whether as a result of new information, future developments or otherwise, and do not undertake any obligation to do so.

This announcement contains certain financial measures that are not recognized under International Financial Reporting Standards (“IFRS”). These non-IFRS measures are presented because thyssenkrupp nucera believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating a company’s operating performance and financing structure. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles.

This announcement does not purport to contain all information required to evaluate thyssenkrupp nucera and/or its financial position. Financial information (including percentages) has been rounded according to established commercial standards. Certain market positioning data about thyssenkrupp nucera included in this announcement is sourced from third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. Such research and estimates, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, thyssenkrupp AG, Industrie de Nora S.p.A. and thyssenkrupp nucera expressly disclaim any responsibility for, or liability in respect of, such information and undue reliance should not be placed on such data.

The Underwriters are acting exclusively for thyssenkrupp nucera and the Selling Shareholders and no-one else in connection with the offering of the shares of thyssenkrupp nucera (the “Offering”). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than thyssenkrupp nucera and the selling shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Underwriters and their respective affiliates may take up a portion of the shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of thyssenkrupp nucera or related investments in connection with the Offering or otherwise. Accordingly, references in the securities prospectus, once published, to the shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Underwriters and their respective affiliates acting in such capacity.

In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of thyssenkrupp nucera. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers, employees, advisers, agents or respective affiliates accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to thyssenkrupp nucera, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness.

This communication is an advertisement for the purposes of the Prospectus Regulation and underlying legislation. It is not a prospectus. The admission of the shares of thyssenkrupp nucera to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is subject to the publication of a prospectus. The prospectus has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) in accordance with the Prospectus Regulation regime. However, the approval of the prospectus by BaFin should not be understood as an endorsement of the shares of thyssenkrupp nucera. Investors should purchase shares solely on the basis of the prospectus (including any supplements thereto, if any) relating to the shares and should read the prospectus (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. The prospectus is available on thyssenkrupp nucera’s website (www.thyssenkrupp-nucera.com under the section "Investors").

The date of the admission to trading of shares of thyssenkrupp nucera on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (together, the "Admission") may be influenced by things such as market conditions. There is no guarantee that Admission will occur and no financial decision should be based on the intentions of thyssenkrupp nucera in relation to Admission at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.