As of March 31, 2019, the share capital of voestalpine AG is EUR 324,391,840.99 (March 31, 2018: EUR 320,394,836.99) and is divided into 178,549,163 (March 31, 2018: 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 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%).
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 shareholding scheme. However, the way the voting rights are exercised requires the approval of the Advisory Board of voestalpine Mitarbeiterbeteiligung Privatstiftung. The Advisory Board—which is constituted on the basis of parity, with six members each representing the employees and the employer—resolves approval with a simple majority. 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 those of the Management Board’s powers that do not follow directly from the law (such as buybacks of the company’s treasury shares, authorized or contingent capital), please see item 17 (Equity) of the Notes to the Consolidated Financial Statements 2018/19.
The EUR 500 million hybrid bond issued in March 2013; the EUR 400 million fixed-interest securities 2014–2021; the EUR 500 million fixed-interest securities 2017–2024; the EUR 500 million fixed-interest securities 2019–2026 issued in April 2019; the promissory note loans totaling EUR 574.5 million and USD 320 million; the EUR 900 million syndicated loan closed 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 211.1 million and USD 600.7 million contain change-of-control clauses. With the exception of the hybrid bonds, according to 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 respective margin (interest rate during the variable interest periods) rises by 5% 61 days from the date on which a change of control occurs. 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 its Management Board and its Supervisory Board, or its employees, in the event of a public takeover bid.
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