As of March 31, 2015, the share capital of voestalpine AG amounted to EUR 313,309,235.65 and is divided into 172,449,163 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 Company’s employee shareholding scheme), Linz, each hold more than 10% (and less than 15%) of the Company’s share capital. Oberbank AG, Linz, holds more than 5% (and less than 10%) and Norges Bank (Norwegian Central Bank) holds more than 4% (and less than 5%) of the Company’s share capital.
The Management Board of voestalpine Mitarbeiterbeteiligung Privatstiftung exercises the voting rights of shares that are held in trust by voestalpine Mitarbeiterbeteiligung Privatstiftung for the employees of the Group companies of voestalpine AG participating in the employee shareholding scheme. 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.
With regard to the Management Board’s powers that are not derived directly from applicable statutes, such as the purchase of the Company’s own shares, authorized or contingent capital, reference is made to item 17 (Equity) of the notes to the consolidated financial statements 2014/15.
The hybrid bond issued in March 2013 with a volume of EUR 500.0 million, EUR 500.0 million fixed-interest securities 2011–2018, EUR 500.0 million fixed-interest securities 2012–2018, EUR 400.0 million fixed-interest securities 2014–2021, the promissory note loan that was issued in the fall of 2008 and partly extended in November 2012 and in October 2014 in the amount of currently EUR 46.5 million, the promissory note loan that was issued in May 2012 and partly extended and/or increased in October 2014 in the amount of EUR 435.5 million, the promissory note loan that was issued in July 2014 in the amount of EUR 221.0 million and USD 100.0 million, and the syndicated loan executed in March 2015 in the amount of EUR 900.0 million (used for general corporate purposes and to refinance syndicated loan 2011; of which EUR 600.0 million as a revolving credit facility to ensure liquidity), the EUR 250.0 million loan granted by the European Investment Bank and bilateral loan agreements amount to approximately EUR 336.0 million contain so-called change-of-control clauses. With the exception of the hybrid bonds, according to the terms of these financing agreements, the bondholders or the lending banks have the right to demand redemption of their bonds or repayment of their loans if control of the company changes. Under the terms and conditions of the hybrid bond issue, the fixed interest rate (interest rate during the fixed-interest periods) and/or the margin (interest rate during the variable interest periods) go 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 bond 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 takeover bid.
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