Countermotion for agenda item 2: resolution on the allocation of retained earnings
The Association of Ethical Shareholders Germany proposes to reject the allocation of retained earnings suggested by the board of directors and the supervisory board.
Justification: Reject dividend payout – prioritize investments
Thyssenkrupp should not distribute the amount of €93,379,761.15 (€0.15 per share) as a dividend, but instead use it for investments that secure the company’s future viability, accelerate the achievement of climate goals, and preserve jobs. While the company is in crisis, revenue continues to decline, jobs are being cut, and further layoffs are looming, the board of directors and supervisory board still wish to pay out a dividend. This is inconsistent and, in our view, disproportionate.
In the past fiscal year, Thyssenkrupp reduced its total workforce across the group by almost 5,000 employees—more sharply than in previous years. In the coming years, thousands more positions are expected to be eliminated or outsourced as part of an effort to reduce personnel costs by 10 % by 2030.
Reductions, however, are not limited to the struggling steel division. The IT department has already been outsourced, the contract with the canteen operator “Delicate” has been terminated, and another 3,000 employees of the historic Krupp Mannesmann Foundries (HKM) still have to fear for their jobs. These measures create existential anxiety among the workforce and threaten prosperity and quality of life in the affected regions.
We also demand close scrutiny of the financial terms of the Jindal deal. Media estimates place Thyssenkrupp Steel Europe (TKSE) at an enterprise value of €1.2 billion, while the pension obligations amount to €2.5 billion. There is uncertainty regarding the assumption of the pension liabilities by Jindal Steel International, meaning Thyssenkrupp must prepare for a potentially negative purchase price of €1.3 billion, as similar transactions failed in 2021 due to this burden (e.g., Liberty Steel).
Even in view of the impending burden that will arise for Thyssenkrupp from the unresolved TKSE obligations, a dividend payout of over €93 million in the current situation appears irresponsible. We welcome the management’s decision to retain a large portion of the profits generated in the last fiscal year as reserves. However, during a period of deep restructuring and massive cuts affecting employees, Thyssenkrupp should invest the short‑term earnings into a sustainable, long‑term transformation.
Countermotion for agenda item 3: Resolution on the discharge of board members
The Association of Ethical Shareholders Germany proposes to refuse the discharge of the board members.
Justification
Thyssenkrupp’s board must intensify its efforts to achieve climate protection targets and must not weaken an effective emissions‑trading scheme. In August of last year, Thyssenkrupp addressed an open letter to the German federal government and the European Commission requesting a relaxation of the EU‑wide emissions trading system (EU‑ETS). Among other things, the group is demanding an extension of the allocation of free pollution allowances into the 2040s—at least six years longer than currently planned. Furthermore, according to the company’s wishes, new CO₂ certificates should start being issued in 2050 instead of 2039.
Such a policy shift would hollow out the EU’s central climate‑protection instrument and undermine the scarcity‑driven incentive mechanism of the allowance market. We would like to remind that the timeline for emissions trading has been in place for 20 years, and an end to the allocation of emission allowances should not come as a surprise to Thyssenkrupp. There are also voices from industry—and even from the steel sector—that do not support Thyssenkrupp’s demands. Gunnar Gröbler, CEO of Salzgitter AG, warned that a pronounced weakening of the allowance market would sabotage the German government’s climate‑protection goals and penalise companies that have invested early in green, sustainable technologies. We share this assessment.
We do not see how the demand for such a drastic relaxation of emissions trading aligns with Thyssenkrupp’s own sustainability objectives.
Climate / Sustainability Strategy (Green Steel / Hydrogen)
We welcome Thyssenkrupp’s ambitious efforts to produce green steel by building direct‑reduction plants in Duisburg and the associated investments in the hydrogen economy.
Insufficient supply of green hydrogen
However, achieving these goals is still far off, as Chairman Miguel López admitted in October 2024 during the economic committee of the North‑Rhine‑Westphalia state parliament. Although Duisburg hosts one of the world’s most modern steel‑production facilities, there is still a lack of sufficient green‑hydrogen supply.
Despite the 2024 tender, no binding long‑term hydrogen supply contracts for the required 143,000 t of green H₂ per year from 2028 have been secured. The planned grid connection will not be adequate for the start‑up of the direct‑reduction plants in 2028. Concrete partners and the necessary certification evidence are still missing.
Concerns about partner Jindal Steel International
We also question whether Jindal Steel International is a reliable partner for the green‑steel transformation from an environmental standpoint. Last year, Jindal faced sanctions in India for environmental violations, and in South Africa the company has been unable to meet environmental and community requirements for over ten years. These experiences clearly highlight the ecological risks associated with a deal with Jindal and cast doubt on whether Jindal is the right partner for Duisburg’s green‑steel future.
Thyssenkrupp again misses its occupational‑safety targets
Thyssenkrupp AG once more fails to meet its self‑set occupational‑safety goals and even performs worse in this area compared with the previous year. In fiscal year 2024/25, there were 421 reportable accidents involving group‑internal employees, which corresponds to approximately 2.7 accidents with at least one lost workday per 1 million working hours. The target for the past fiscal year was 2.1. In addition, a worker from a partner company died in an accident on the Thyssenkrupp Steel site in Duisburg.
We demand that Thyssenkrupp AG take concrete steps to improve workplace safety at the plant and communicate these measures transparently. Only then will the group fulfill its duty of care regarding occupational safety and achieve its corresponding targets.
More transparency in supplier audits and compliance
We generally welcome the ongoing supplier audits and the increased transparency within the annual report. However, key questions remain unanswered regarding the serious human‑rights violations identified among direct suppliers. Issues such as inadequate occupational safety, unfair wages, excessive working hours, and breaches of freedom of association require concrete actions and clear reporting on their effectiveness. This is not unnecessary bureaucracy; only with such detail can we assess whether and how Thyssenkrupp’s measures are having an impact.
We also see potential compliance and human‑rights risks associated with Jindal Steel International as a prospective partner. Jindal sources iron ore from the Ngovayang mine in Cameroon—a high‑risk country with authoritarian structures and severe governance and corruption problems.
Countermotion for agenda item 4: Resolution on the discharge of supervisory‑board members
The Association of Ethical Shareholders Germany proposes to refuse the discharge for the 2024/25 fiscal year of those supervisory‑board members who represent the shareholders’ side and the employer side.
Justification
The supervisory‑board members who represent the shareholders’ side take too little responsibility for human rights and occupational safety.
Control over the supply chain must be maintained
After a sale of TKSE to Jindal Steel International, the supervisory board must ensure that the executive board retains control over the supply chain. Without contractual due‑diligence obligations and transparent traceability, residual holdings would violate the EU Supply‑Chain Due Diligence Act (EU‑CSDDD) and jeopardize the EU reporting obligations for sustainability under the Corporate Sustainability Reporting Directive.
Repeated resolutions passed over the heads of employee representation
The supervisory‑board members who represent the employer side lack sensitivity in dealing with employee interests and in ensuring appropriate remuneration for the executive board. As we noted last year, a recurring issue has emerged: Supervisory‑board chairman Siegfried Russwurm again exercised his double‑voting right to override the employee representatives. The employee side had unanimously opposed this year’s dividend payout and, like us (see the Countermotion to agenda item 2), called for higher investment in green technologies and risk buffers. This practice highlights the precarious state of co‑determination. With a 50:50 composition, the double‑voting right can systematically silence the employee side.
Without involving the workforce, the intended sustainable transformation of the group cannot succeed. The transformation must be socially just and incorporate the interests of the employees.
The supervisory‑board members who represent the shareholders’ side take too little responsibility for human rights and occupational safety.
Control over the supply chain must be maintained
After a sale of TKSE to Jindal Steel International, the supervisory board must ensure that the executive board retains control over the supply chain. Without contractual due‑diligence obligations and transparent traceability, residual holdings would violate the EU Supply‑Chain Due Diligence Act (EU‑CSDDD) and jeopardize the EU reporting obligations for sustainability under the Corporate Sustainability Reporting Directive.
Repeated resolutions passed over the heads of employee representation
The supervisory‑board members who represent the employer side lack sensitivity in dealing with employee interests and in ensuring appropriate remuneration for the executive board. As we noted last year, a recurring issue has emerged: Supervisory‑board chairman Siegfried Russwurm again exercised his double‑voting right to override the employee representatives. The employee side had unanimously opposed this year’s dividend payout and, like us (see the Countermotion to agenda item 2), called for higher investment in green technologies and risk buffers. This practice highlights the precarious state of co‑determination. With a 50:50 composition, the double‑voting right can systematically silence the employee side.
Without involving the workforce, the intended sustainable transformation of the group cannot succeed. The transformation must be socially just and incorporate the interests of the employees.
Countermotion for agenda item 6: Approval of the remuneration report
The Association of Ethical Shareholders Germany proposes not to approve the submitted remuneration report.
Justification
We see a need for adjustments in the board compensation system and therefore do not approve the current remuneration report. Thyssenkrupp AG has been in crisis for years and is now undergoing a radical restructuring. Employees are forgoing salaries, and IG Metall is tolerating massive job cuts to enable the turnaround of the ailing conglomerate. The substantial salary increase for the executive board shown in the remuneration report does not fit this picture and sends a harmful signal.
We have previously rejected the remuneration system because long‑term and effective incentives for implementing a socially and climate‑responsible transformation play a far smaller role than incentives that could merely boost the share price in the short term. When top salaries in such a crisis‑hit company nearly double within a year, it raises questions about the compensation framework. The decisive factor appears to be the stock‑price development: Thyssenkrupp’s share price more than doubled within a year. However, the extent of the board’s direct contribution to that gain is questionable.
In response to the evolving global security architecture, defense stocks have become particularly popular among investors, and Thyssenkrupp benefited from this trend through its marine division TKMS and its subsequent spin‑off. It is debatable whether the share‑price performance—especially in geopolitically turbulent times, when it is heavily influenced by external factors—should be weighted so heavily in determining board compensation.
