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Expert Corporate Governance Service (ECGS)
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Rheinmetall - AGM 28 May 2019

General: Supervisory Board Chair Ulrich Grillo is a member of the Presidency of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines.

Rheinmetall was established in 1889 as Rheinische Metallwaaren- und Maschinenfabrik Aktiengesellschaft. Today, Rheinmetall AG is an international Group providing technologies in the mobility and security segments. The Group´s operating activities are split into the two corporate sectors, Rheinmetall Automotive and Rheinmetall Defence. In financial year 2018, its 24,949-strong staff generated sales of EUR 6.1bn.

As of 31 December 2018, The Capital Group Companies Inc. held between 10% and 15%, Janus Henderson Group plc., the Ministry of Finance/State of Norway, BlackRock Inc. and Dimensional each held between 3% and 5% of the Company's shares.

Item 5: PwC has audited the Company since the financial year 1927 which significantly exceeds our maximum acceptable term of office. We welcome however that the Company has announced to change the audit firm as of financial year 2020 and therefore exceptionally recommend to support the reappointment of PwC.

Item 6: On 28 March 2019, Rheinmetall AG concluded a Settlement Agreement with its D&O Insurers as well as with three former members of the Management Board to settle a dispute relating to unlawful payments to Greek government officials in connection with the Company's business activities in Greece. We recommend supporting the Settlement Agreement.

Underlying
Rheinmetall

Rheinmetall is a holding company. Through its subsidiaries, Co. operates in two sectors: defence and automotive. Co.'s defence sector is comprised of three divisions: combat systems, engaging in armored tracked vehicles and NBC protection systems; electronic solutions, engaging in air defence systems and soldier systems; and wheeled vehicles, engaging in wheeled logistics vehicles and wheeled tactical vehicles. Co.'s automotive sector is comprised of three division: mechatronics, engaging in cutting emissions and air management systems; hardparts, engaging in pistons and plain bearings and bushes; and motorservice, which includes aftermarket activities for replacement parts business.

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