As of March 31, 2022, the share capital of voestalpine AG is EUR 324,391,840.99 (March 31, 2021: EUR 324,391,840.99) and is divided into 178,549,163 ordinary no-par value shares (March 31, 2021: 178,549,163). 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 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 voestalpine AG’s Group companies who 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 resolves such approval with a simple majority. This Board is constituted on a basis of parity, with six members representing the employees and six members representing the employer. In the event of a tie, the chairperson of the Advisory Board, who must be appointed by the employee representatives, casts the deciding vote.
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 and/or authorized or contingent capital, reference is made to Note 17 (Equity) of the Notes to the Consolidated Financial Statements 2021/22.
The EUR 500 million fixed-interest bond 2017–2024; the EUR 500 million fixed-interest bond 2019–26; the EUR 50 million fixed-interest bond 2019–2031; a total of EUR 321 million and USD 320 million, respectively, in promissory note loans; the EUR 1,000 million syndicated loan obtained in 2019 (revolving credit facility, undrawn); and bilateral loans for a total of EUR 388.2 million and USD 280 million, respectively, contain change-of-control clauses. Under the terms of these financing agreements, the bondholders or lenders have the right, respectively, to demand redemption of their bonds or repayment of their loans if control of the company changes hands. The terms of the aforementioned financing agreements specify that a change of control at voestalpine AG is triggered when a party acquires a controlling interest in the company as defined in the Austrian Takeover Act (Übernahmegesetz).
There are no indemnity agreements between the company and the members of its Management Board, the members of its Supervisory Board, or its employees in the event of a public takeover bid.