As of March 31, 2010, the share capital of voestalpine AG amounts to EUR 307,132,044.75 and is divided into 169,049,163 no-par value bearer shares. There are no restrictions on voting rights (1 share = 1 vote). voestalpine AG is unaware of any agreements among its shareholders or between its shareholders and third parties that restrict voting rights or the transfer of shares.
Raiffeisenlandesbank Oberösterreich Invest GmbH & Co OG, Linz, as well as the voestalpine Mitarbeiterbeteiligung Privatstiftung (a private foundation for the Group’s employee shareholding scheme), Linz, each hold more than 10% of the Company’s share capital; Oberbank AG, Linz, holds more than 5%.
The Management Board of the voestalpine Mitarbeiterbeteiligung Privatstiftung exercises the voting rights of shares that are owned by Group company employees participating in the employee shareholding scheme and which are held in trust by the voestalpine Mitarbeiterbeteiligung Privatstiftung. However, the way in which the voting rights are exercised requires the approval of the Advisory Board of the voestalpine Mitarbeiterbeteiligung Privatstiftung. The Advisory Board decides on the approval with a simple majority. The Advisory Board is constituted on a basis of parity, with 6 members representing employees and 6 members representing the employer. The Chairman of the Advisory Board, who must be appointed by the employee representatives, has the deciding vote in the event of a tie.
For powers of the Management Board that are not directly derived from applicable statutes, such as the purchase of the Company’s own shares, authorized or contingent capital, we refer to item 17 (Equity) in the notes to the consolidated financial statements 2009/10.
The hybrid bond issued in October 2007, the bonds issued in the business year 2008/09 (EUR 333 million in fixed-interest securities 2008–2011, as well as EUR 400 million in fixed-interest securities 2009–2013), as well as other long-term financing agreements with an initial volume of EUR 2.1 billion, which the Company executed in the business year 2008/09 with national and international banks, contain so-called change-of-control clauses. With the exception of the hybrid bond, according to the terms of these financing agreements, the bondholders or the lending banks have the right to demand redemption of their bonds if control of the Company changes. Under the terms and conditions of the hybrid bond issue, the fixed interest rate of 7.125% (interest rate during the fixed-interest period) or the margin of 5.05% (interest rate during the variable-interest period) goes up by 5% 61 days after a change in control occurs. voestalpine AG has the right to call and redeem the bonds no later than 60 days after a change in control. According to the terms and conditions of the aforementioned bonds and financing agreements, control by voestalpine AG changes when a controlling interest within the meaning of the Austrian Takeover Act (Übernahmegesetz) is acquired by another party.
The Company has no compensation agreements with the members of the Management Board, Supervisory Board, or employees in the event of a public tender offer.
