Engineering

Management report on the Group
2.8 Management report on the Group Legal information
122 | 123
By resolution of the Annual General Meeting of January 23, 2009, the Executive Board was authorized up to
January 22, 2014 to carry out the following measures with the approval of the Supervisory Board:
– to issue bearer bonds in the total par value of up to €2 billion and to grant the bond holders the right to
convert the bonds into a total of up to 50 million no-par-value bearer shares of ThyssenKrupp AG with an
arithmetical share in the Company’s capital stock of up to €128 million (convertible bonds);
– to exclude the shareholders’ subscription rights to convertible bonds if this is necessary (1) for fractional
amounts occurring as a result of the subscription ratio, (2) insofar as the convertible bonds are issued
against cash payment and the issue price for the convertible bonds is not significantly lower than the
theoretical fair value calculated according to recognized financial calculation methods, or (3) to grant
holders of conversion rights from previous bond issues subscription rights in the amount to which they
would be entitled upon exercising their conversion rights. The conversion price for treasury shares must
not be lower than 80% of the average closing price in the XETRA trading system over the three days of
trading before the date of the public announcement of the offer or acceptance of a tender. The Executive
Board determines the conditions for conversion bonds.
Key agreements subject to conditions
ThyssenKrupp AG is party to the following agreements that contain certain conditions in the event of a
change of control as a result of a takeover bid:
– The Company has concluded an agreement with a banking consortium on a committed credit facility in
the amount of €2.5 billion. This agreement can be terminated with immediate effect and outstanding
loans declared due if the Company becomes a subsidiary of another legal entity or natural person and
this is requested by a group of banks representing more than 50% of the credit facility. Outstanding loans
would then have to be repaid immediately; the credit facility would no longer be available for new loans.
– The Company has concluded an agreement with the European Investment Bank, Luxembourg, for a
promotional loan in the amount of €210 million. This agreement can be terminated with immediate effect
if one or several entities (excluding the Alfried Krupp von Bohlen und Halbach Foundation) acting in
concert gain indirect or direct control of the Company (change of control). Control is understood to mean
the right to direct the management and policies of the Company through ownership of voting capital, by
contract or otherwise. In the event of termination due to change of control, the loan must be repaid at a
date set by the European Investment Bank, but no earlier than 30 days after termination.
– In fiscal year 2008/2009 the Company issued a bond in the amount of €1 billion. It is also guarantor of
further bonds issued in 2008/2009 by its subsidiary ThyssenKrupp Finance Nederland B.V. in the total
amount of €2 billion. A change of control, i.e. the acquisition by a third party of more than 50% of the
capital stock or more than 50% of the voting shares of ThyssenKrupp AG, may under certain conditions
lead to early redemption of the bonds including interest.