thyssenkrupp nucera plans Initial Public Offering

• thyssenkrupp nucera, a leading global electrolysis technology provider for green hydrogen plant solutions plans a public listing on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange
• Offering expected to be completed before the summer break, subject to capital market conditions
• Werner Ponikwar, CEO of thyssenkrupp nucera: “With our electrolysis technology we want to shape a new era of the energy transition”
• Miguel Ángel López Borrego, CEO of thyssenkrupp AG: “thyssenkrupp AG is committed to remain a long-term shareholder of thyssenkrupp nucera and accompany its growth strategy”
• Paolo Dellachà, CEO of Industrie De Nora S.p.A.: “We are committed to continuing our long-standing partnership with thyssenkrupp nucera, and believe this  potential IPO is a strategic step to support the projected growth and to further enhance  the technological leadership position”
• Proceeds from the newly issued shares are to be used to support the strong growth of the alkaline water electrolysis (AWE) technology business of thyssenkrupp nucera

thyssenkrupp AG and thyssenkrupp nucera AG & Co. KGaA (thyssenkrupp nucera), a provider of world-leading technologies for high-efficiency electrolysis plants, announce the intention to list thyssenkrupp nucera’s shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The Initial Public Offering (IPO) and listing of thyssenkrupp nucera’s shares is expected to be completed before the summer break, subject to capital market conditions.

The offering is anticipated to consist primarily of newly issued ordinary shares from a capital increase (Primary Offering). The total number of shares to be offered in the IPO, in addition to other relevant terms, will be determined prior to the launch of the IPO. The proceeds of the Primary Offering are expected to be around €500-600 million and are intended to drive the strong growth of the alkaline water electrolysis (AWE) technology business of thyssenkrupp nucera. thyssenkrupp AG intends to remain a committed shareholder of thyssenkrupp nucera and will retain a majority stake in the hydrogen technology provider while securing to create a liquid market for the shares of thyssenkrupp nucera following the completion of the IPO. De Nora, which holds 34% of the shares of thyssenkrupp nucera, is committed to continue the long-standing partnership with thyssenkrupp AG and thyssenkrupp nucera.

Werner Ponikwar, CEO of thyssenkrupp nucera said: “With our technology to produce green hydrogen we want to help shape the new era of sustainable energy use. Green hydrogen is a key factor for the decarbonization of the industry and thus the achievement of climate protection targets. Our technology produces green hydrogen on a large scale and supports our customers on their way to climate neutrality.”

Miguel Ángel López Borrego, CEO of thyssenkrupp AG said: “We want to further increase thyssenkrupp nucera’s visibility as a global electrolysis technology leader for green hydrogen. Our goal is to participate significantly in the growth of one of the key enablers of the green transformation. A potential IPO would enlarge the financial flexibility of thyssenkrupp nucera and raise its profile as a leading supplier of technology for the production of green hydrogen. thyssenkrupp nucera will receive the proceeds of the Primary Offering. thyssenkrupp AG is committed to remaining a long-term shareholder of thyssenkrupp nucera and accompanying its growth strategy.”

Paolo Dellachà, CEO of De Nora said: “We are strongly committed to our strategic partnership with thyssenkrupp nucera. The combination of our technologies with our manufacturing capacity of AWE elements can play, and is already playing, a key role in the sustainable energy revolution. A potential IPO of thyssenkrupp nucera is a strategic step to support the projected growth further and increase our technological leadership position.”

thyssenkrupp nucera: A technology leader in the electrolysis market

thyssenkrupp nucera is a provider of world-leading technologies for high-efficiency electrolysis plants. Their green hydrogen technology enables customers to minimize their carbon footprint and transform their operations into net zero. With over 600 projects, 240,000 electrolytic cell elements produced and over 10 GW of electrolyzer capacity installed, thyssenkrupp nucera is a technology leader in the chlor-alkali sector. Its experience in the chlor-alkali business stretches over five decades, providing a strong basis for the development and upscaling of its alkaline water electrolysis (AWE) business. AWE is an industrial-scale green hydrogen production technology for thyssenkrupp nucera. It enables customers to produce large volumes of hydrogen with a standardized modular approach at leading cost of ownership.

Renewable energy is expected to be the primary energy source in the future. With a clear strategy in place, thyssenkrupp nucera supports industrial customers to switch from grey to green. This includes the expansion of its international locations close to the customers to roll out the technology on a broad scale, the reduction of the total cost of ownership of the technology as well as strong, reputable partners like thyssenkrupp’s chemical plant engineering business Uhde and electrochemistry technology provider and the minority shareholder De Nora.

Ready for dynamic growth in the fast-developing alkaline water electrolysis market

thyssenkrupp nucera has an attractive financial profile ready to scale up quickly due to the modularized product business. The chlor-alkali business has generated stable revenues in the past years. Around half of the sales in each of the last fiscal years were generated by aftermarket and highly profitable holistic life cycle services which ensures recurring revenues and high visibility. At the same time, the company has all the advantages of an industrial supplier for green hydrogen production – including a strong order backlog that generates significant growth through an accelerating installed base and, in the long run, highly attractive aftermarket, services and life cycle contract revenues.

Order intake in the first half of the financial year 2022/2023 was €292 million (compared to the first half of the financial year 2021/2022: €1,003 million), as planned below the prior-year level to allow the very large orders of the previous year to be processed on schedule. The order intake in the first half of the year is mainly characterized by the contract effectiveness of the first phase of the project with Unigel and by change orders of the NEOM project. As of H1 2022/2023, the order backlog for the AWE business is around €1.0 billion – with a total order backlog of around €1.4 billion. This backlog volume demonstrates thyssenkrupp nucera’s technology leadership and competitiveness in AWE as well as its expertise in the technology delivery for industrial green hydrogen production.

In the first half of the financial year 2022/2023, the company grew sales to €306 million (first half of the financial year 2021/2022: €176 million). This development was driven primarily by an ninefold increase in AWE sales. The EBIT of thyssenkrupp nucera in H1 2022/2023 amounted to €13.3 million.[1]

The focus on AWE capacity growth will change the scope of thyssenkrupp nucera in the years to come. By the financial year 2023/2024, the business aims to drive AWE and achieve around €600 to €700 million of revenues in this business area and continue to grow strongly thereafter. The hydrogen market is expected not only to increase sevenfold by 2050[2] but most of the previously hard to abate fossil-based production of hydrogen is expected to be converted to green hydrogen. The additional demand will come significantly from new applications and thus from many different sectors, such as steel production, refineries, power generation and storage, building heating and power supply and heavy-weight transport.

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.

---

[1] The data in this paragraph are preliminary

^[2] Hydrogen Council in collaboration with McKinsey & Company, Hydrogen for Net Zero Report, November 2021

Media inquiries:  

Katharina Immoor

thyssenkrupp nucera

Phone: +49 172 149 25 42

Mail: katharina.immoor@thyssenkrupp-nucera.com

Rita Syre

thyssenkrupp nucera

Phone: +49 174 161 86 24

Mail: rita.syre@thyssenkrupp-nucera.com

Nicola Röttger

thyssenkrupp

Phone: +49 201 844 536481

Mail: nicola.roettger@thyssenkrupp.com

Evelin Veit

thyssenkrupp

Phone: +49 201 844 534408

Mail: evelin.veit@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 will be available free of charge, together with the relevant translation(s) 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.

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 Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, COMMERZBANK Aktiengesellschaft, Société Générale, UniCredit Bank AG, Banco Santander, S.A., Crédit Agricole Corporate and Investment Bank and Intesa Sanpaolo S.p.A. (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.

The financial information for the first half of the financial year 2022/2023 contained in this press release is, as of the date of publication, preliminary in nature. The respective review process has not yet been finalized. Accordingly, such information presented herein is subject to change.

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 planned 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 is expected to be 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 will, following approval of BaFin, be available on thyssenkrupp nucera’s website (www.thyssenkrupp-nucera.com under the section "Investor Relations").

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.