As of March 31, 2023, the share capital of voestalpine AG is EUR 324,391,840.99 (March 31, 2022: EUR 324,391,840.99) and is divided into 178,549,163 ordinary no-par value shares (March 31, 2022: 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 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, 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 voestalpine AG’s Group companies that participate in the employee shareholding scheme. However, the way in which 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 each representing the employees and 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 powers of the Management Board 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 2022/23.
The EUR 500 million fixed-interest bonds 2017–2024; the EUR 500 million fixed-interest bonds 2019–2026; the EUR 250 million convertible bonds 2023–2028 issued in April 2023; the EUR 50 million privately floated fixed-interest bond 2019–2031; a total of EUR 321 million and USD 100 million, respectively, in promissory note loans; as well as the EUR 1,000 million syndicated loan obtained in 2019 (revolving credit facility, undrawn); and bilateral loans for a total of EUR 379.9 million and USD 206.4 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. With the exception of the terms of the EUR 250 million convertible bonds 2023–2028, 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). In the case of the EUR 250 million convertible bonds 2023–2028, the terms governing a change of control are defined in Section 11 (d) of the convertible bond terms and conditions (see www.voestalpine.com » Outstanding bonds). In addition to a bondholder’s right to demand redemption of their convertible bonds in the event of a change of control, the latter also lowers the conversion price.
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.
