voestalpine AG

EANS-News: voestalpine AG
Report of the Management Board of voestalpine AG in accordance with § 171 (1) in conjunction with § 153 (4) Austrian Joint Stock Corporation Act [AktG]


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Company Information/Management Report - 1,45% capital increase

1.    General

In accordance with § 169 Austrian Joint Stock Corporation Act [AktG] the general
meeting of shareholders of voestalpine AG held on July 2, 2014 authorized the
Management Board to increase the company's capital up to EUR 31,330,923.02 on or
before June 30, 2019, if necessary in several tranches, by issuing up to
17,244,916 bearer shares, in exchange for contributions in kind and/or cash
contributions under exclusion of the subscription rights of shareholders to be
made available to employees, executives and members of the Management Board of
the company or a company affiliated with the company, under an employee
shareholding scheme. The procedure, the issue price and the terms of the issue
as well as any exclusion of the subscription rights are to be determined by the
Management Board of voestalpine AG in agreement with the Supervisory Board. The
Supervisory Board is authorized to make any changes to the Articles of
Association of the Company resulting from the issue of shares from authorized
capital (see § 4 (2b) of voestalpine AG's Articles of Association as in force on
July 2, 2014).
The Management Board has not exercised this power so far.


2.    Resolution of the Management Board

Pursuant to the authorization referred to in section 1 and subject to the
agreement of the Supervisory Board, on March 9, 2015 voestalpine AG's Management
Board resolved to increase the company's capital, currently totaling
EUR 313,309,235.65, by EUR 4,542,052.14 to EUR 317,851,287.79, by issuing
2,500,000 new bearer shares entitled to participate in dividends as from April
1, 2014 ('Capital Increase'). This constitutes a 1.45% (rounded) increase in the
Company's registered capital.
The issue price was fixed at EUR 34.48 per share, to be fully paid in and in
cash. The issue price for the shares corresponds to the voestalpine AG share's
closing average market price over the 5 trading days prior to the resolution of
Management Board taken on March 9, 2015.
Shares from the capital increase may only be acquired by the shareholder
voestalpine Mitarbeiterbeteiligung Privatstiftung, which is subject to the
obligation to hold these shares in trust pursuant to the provisions of the
voestalpine employee shareholding scheme for the employees and executives of
voestalpine AG or any of its affiliated companies participating in the
voestalpine employee shareholding scheme. The subscription rights of all other
shareholders were excluded.


3.    Exclusion of shareholder subscription rights

Employees are the most important assets of any company. Economic success cannot
be achieved without their positive contribution. This is the reason why as early
as 2000, voestalpine launched an employee shareholding scheme which has
subsequently been expanded continually. Currently voestalpine
Mitarbeiterbeteiligung Privatstiftung holds 12.6% of voestalpine AG's capital.
Additionally, voestalpine Mitarbeiterbeteiligung Privatstiftung manages
approximately 1.1% of private shares of present and former employees.
Employee participation in voestalpine means that voestalpine AG has a stable
shareholder. It also strengthens employee loyalty towards the company, and as
shareholders employees profit from its success.
Employee participation in voestalpine is essentially based on the utilization of
portions of the wage and salary increases resulting from collective bargaining
agreements to allocate shares in voestalpine AG. As a first step in this
process, shares are acquired by voestalpine Mitarbeiterbeteiligung
Privatstiftung, which holds them in its own account. The second stage is the
annual allocation of shares to employees, taking account and making use of tax
benefits as appropriate. The shares allocated to employees are held by
voestalpine Mitarbeiterbeteiligung Privatstiftung for the employees in custodial
accounts specifically opened for the employees. Voting rights for all shares
held by voestalpine Mitarbeiterbeteiligung Privatstiftung (own account,
custodial accounts) are exercised by voestalpine Mitarbeiterbeteiligung
Privatstiftung, with employees being entitled to receive dividends from shares
already allocated to them. If employees participating in the employee
shareholding scheme leave the voestalpine Group for any reason (e.g.
retirement), they will receive the shares that have been held for them in trust
by voestalpine Mitarbeiterbeteiligung Privatstiftung, to do with as they wish.
The number of voestalpine AG shares held by employees under the employee
participation scheme is therefore not constant but decreases as a result of
staff fluctuations, as happens in every company.
The 1.45% (rounded) capital increase is being carried out in order to ensure
that the level of employee participation in voestalpine AG capital is at least
10% - a basic objective pursued by both the Management Board and the company's
employees. In addition, the capital increase will (initially) increase employee
participation in voestalpine AG's capital to 13.8% (plus approximately 1.1% of
private shares). This level of participation will decrease in the future, in
line with staff fluctuations in the voestalpine Group, unless voestalpine
Mitarbeiterbeteiligung Privatstiftung acquires additional voestalpine AG shares
under the employee shareholding scheme.
Under § 153 (5) of the Austrian Joint Stock Corporation Act [AktG], preferential
issue of a company's shares to employees, executives and members of the
Management Board of the company or any of its affiliated companies is sufficient
grounds for excluding the subscription rights of shareholders. Furthermore,
exclusion is justified on factual grounds, since
    (i)        for the reasons set forth above, both the employee shareholding
scheme and measures to safeguard it are in the interests of voestalpine AG,
   (ii)        exclusion of shareholder subscription rights in connection with
the capital increase is likely to achieve the aim of safeguarding the
voestalpine employee shareholding scheme and there is no other way to do so in a
similarly efficient way without excluding these shareholder subscription rights,
and
  (iii)        exclusion of shareholder subscription rights is proportionate. As
the increase of capital stock is relatively modest, the Management Board is of
the opinion that the position of minority shareholders will be scarcely, or only
slightly, affected and no new majority positions will arise. Shareholders will
not incur any proprietary disadvantages, since the amount at which each share
will be issued corresponds to the voestalpine AG share's closing average market
price over the 5 trading days prior to the resolution of Management Board taken
on March 9, 2015. Using this average market price will ensure that the amount at
which each share is issued corresponds to the company's valuation on the stock
exchange. In addition there is no substantial danger of diluting the
shareholders' membership rights since the company's shares are highly liquid and
shareholders are able to acquire the company's shares in the capital markets at
any time in volumes that compensate for their diluted voting rights.

Overall, exclusion of shareholder subscription rights is justified on factual
grounds.
 
Linz, March 2015
 
The Management Board
 
This report of the Management Board is a translation of the German report called
"Bericht des Vorstands der voestalpine AG gemäß § 171 Abs 1 iVm § 153 Abs 4
AktG". In any case the German report shall be binding. This translation is for
information purposes only.

Further inquiry note:
DI Peter Fleischer
Head of Investor Relations
Tel.: +43/50304/15-9949
Fax:  +43/50304/55-5581
mailto:peter.fleischer@voestalpine.com
http://www.voestalpine.com

end of announcement                               euro adhoc 
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company:     voestalpine AG
             voestalpine-Straße  1
             A-4020 Linz
phone:       +43 50304/15-9949
FAX:         +43 50304/55-5581
mail:     IR@voestalpine.com
WWW:      www.voestalpine.com
sector:      Metal Goods & Engineering
ISIN:        AT0000937503
indexes:     WBI, ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English
 

 

 

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