Rules of Procedure for the Audit Committee of the Supervisory Board

Rules of Procedure for the Audit Committee of the Supervisory Board of ThyssenKrupp AG (version of September 5, 2007) Art. 1 Appointment The Audit Committee of the Supervisory Board of ThyssenKrupp AG is appointed on the basis of the Rules of Procedure for the Supervisory Board of ThyssenKrupp AG. Except in cases where the provisions of the present Rules of Procedure vary, the provisions of the Rules of Procedure for the Supervisory Board of ThyssenKrupp AG shall apply accordingly. Art. 2 Composition and chair 2.1 The Audit Committee is composed of six members. Three members are elected at the proposal of the stockholder representatives on the Supervisory Board and three at the proposal of the employee representatives. The chairman of the Audit Committee is elected at the proposal of the stockholder representatives on the Supervisory Board; neither the Supervisory Board chairman nor a former member of the Executive Board of the Company may be proposed. 2.2 The Supervisory Board shall ensure that the members of the Audit Committee possess the required knowledge, skills and experience to perform the duties of the Committee duly and properly and that they are adequately independent. Art. 3 Duties of the Audit Committee - 2 - 3.1 The Audit Committee shall prepare the negotiations and resolutions of the Supervisory Board on the adoption of the parent-company annual financial statements and the ap-proval of the consolidated ...