At EUR 320,394,836.99, the share capital of voestalpine AG as of March 31, 2018, is unchanged from the previous year and is divided into 176,349,163 no-par value bearer shares. There are no restrictions on voting rights (1 share = 1 vote). voestalpine AG is unaware of any agreements among or between its shareholders and third parties that restrict voting rights or the transfer of shares.
Raiffeisenlandesbank Oberösterreich Invest GmbH & Co OG, Linz, Austria, and the voestalpine Mitarbeiterbeteiligung Privatstiftung (a private foundation for the Company’s employee participation plan), Linz, Austria, each hold more than 10% (and less than 15%) of the Company’s share capital. Oberbank AG, Linz, Austria, holds more than 5% (and less than 10%).
The Management Board of voestalpine Mitarbeiterbeteiligung Privatstiftung exercises the voting rights of shares held in trust by voestalpine Mitarbeiterbeteiligung Privatstiftung for the employees of the Group companies of voestalpine AG that participate in the employee participation plan. However, the way the voting rights are exercised requires the approval of the Advisory Board of voestalpine Mitarbeiterbeteiligung Privatstiftung. The Advisory Board resolves the approval with a simple majority. It is constituted on the basis of parity, with six members each representing the employees and the employer. The chairperson of the Advisory Board, who must be appointed by the employee representatives, casts the deciding vote in the event of a tie.
As regards the Management Board’s powers that do not follow directly from the law such as buybacks of the Company’s own shares, authorized or contingent capital, reference is made to of the Notes to the Consolidated Financial Statements 2017/18.
The EUR 500 million hybrid bond issued in March 2013; the EUR 500 million fixed-interest securities 2012–2018; the EUR 400 million fixed-interest securities 2014–2021; the EUR 500 million fixed-interest securities 2017–2024; the promissory note loans totaling EUR 514.5 million and USD 100 million; the EUR 900 million syndicated loan executed in March 2015 (which is used for general corporate purposes and to refinance the syndicated loan 2011, EUR 600 million of which is being used as a revolving credit facility to ensure liquidity); as well as bilateral loan agreements for a total of EUR 469.4 million and USD 457.3 million contain change-of-control clauses. With the exception of the hybrid bonds, under the terms of these financing agreements the bondholders or the lenders have the right to demand redemption of their bonds or repayment of their loans if control of the Company changes hands. Under the terms and conditions of the hybrid bond issue, the respective fixed interest rate (interest rate during the fixed-interest periods) and/or the margin (interest rate during the variable interest periods) rise by 5% (five percent) 61 days after a change of control has taken place. voestalpine AG has the right to call and redeem the bonds effective no later than 60 days from the change of control. Under the terms and conditions of the aforementioned bonds and financing agreements, the acquisition by another party of a controlling interest as defined in the Austrian Takeover Act (Übernahmegesetz) triggers a change of control at voestalpine AG.
There are no indemnity agreements between the Company and the members of the Management Board, Supervisory Board, or employees in the event of a public takeover bid.