Download - Salzgitter AG

A Group Management Report and Management Report on Salzgitter AG II. Profitability, Financial Position and Net Assets 158 159
On April 2, 2002, Hannoversche Beteiligungsgesellschaft mbH (HanBG), Hanover, disclosed that it
held 25.5% of the voting rights in SZAG of April 2, 2002. At the same time, the Federal State of Lower
Saxony, represented by the Finance Ministry of Lower Saxony, Hanover, also announced that it held
25.5% of the voting rights of SZAG. These voting rights are directly attributable to HanBG and are
attributable to the Federal State of Lower Saxony according to Section 22 para. 1 sentence 1 item 1 of
the German Securities Trading Act (WpHG), since it owns all the shares in HanBG. Due to the slight
increase in the number of shares meanwhile issued as of the reporting day, this proportion is now equivalent
to 25.2% of the voting rights. We are not aware of any further shareholdings exceeding 10% of
the voting rights of Salzgitter AG’s capital.
Regulations regarding the appointment and withdrawal of members of the Executive Board as well as
regarding modifications to the Articles of Incorporation derived from the corresponding regulations of
the German Stock Corporation Act (AktG).
Apart from the relevant provisions of the German Stock Corporation Act (AktG), there are no restrictions
relating to voting rights or the transfer of shares.
We are not aware of any further circumstances requiring notification pursuant to Sections 289 para.
4/315 para. 4 of the German Commercial Code (HGB).
Appropriation of the Profit of SZAG
Salzgitter AG reported net income of € 199.2 million for the financial year 2007. Taking into account
unappropriated profit brought forward (€ 12.3 million), and a transfer to reserves of € 21.8 million,
unappropriated retained earnings amount to € 189.7 million.
The Executive Board and the Supervisory Board will propose to the General Meeting of Shareholders
that these unappropriated retained earnings (€ 189.7 million) be used to fund payment of a dividend
of € 3.00 per share (based on the capital stock of € 161.6 million divided into 63,218,400 shares) and
that the remaining amount be carried forward to a new account.
The proposed appropriation of earnings will be adapted accordingly in line with the company’s holding
of own shares on the day of the General Meeting of Shareholders, as these shares are not eligible
for dividend.
Interdependence Report
According to our information, Hannoversche Beteiligungsgesellschaft mbH (HanBG) currently holds
25.2% of the voting rights in Salzgitter AG. At the last General Meeting of Shareholders, HanBG no
longer held the majority of voting rights present. That HanBG is able to exert a controlling influence
on Salzgitter AG cannot therefore be ascertained. Salzgitter AG is thus not a dependent company, and
is consequently not obligated to prepare an interdependence report.
Profitability, Financial
Position & Net Assets