Financial Statements and Management Report - Thyssenkrupp
Financial Statements and Management Report - Thyssenkrupp
Financial Statements and Management Report - Thyssenkrupp
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1.7 <strong>Management</strong> <strong>Report</strong> Legal Information<br />
Appointment <strong>and</strong> dismissal of Executive Board members, amendments to the Articles of Association<br />
The appointment <strong>and</strong> dismissal of members of the Executive Board of ThyssenKrupp AG is subject to Arts<br />
84, 85 German Stock Corporation Act (AktG) <strong>and</strong> Art. 31 Codetermination Act (MitbestG) in conjunction with<br />
Art. 6 of the Articles of Association. Amendments to the Articles of Association are subject to the approval of<br />
the Annual General Meeting with a majority of at least three quarters of the capital stock represented; Arts<br />
179 ff. AktG apply. Under Art. 11 par. 9 of the Articles of Association, the Supervisory Board is authorized to<br />
resolve amendments to the Articles of Association which relate only to their wording. The Supervisory Board<br />
is also authorized to amend Art. 5 of the Articles of Association (Capital Stock <strong>and</strong> Shares) depending on the<br />
use of authorized capital. If the authorized capital has not been used or has been only partly used by<br />
January 18, 2012, the Supervisory Board may also amend the wording of Art. 5.<br />
Authorization of the Executive Board to issue shares<br />
Under Art. 5 par. 5 of the Articles of Association, the Executive Board is authorized, with the approval of the<br />
Supervisory Board, to increase the Company’s capital stock on one or more occasions on or before January<br />
18, 2012 by up to €500 million by issuing up to 195,312,500 new no-par value bearer shares in exchange<br />
for cash <strong>and</strong>/or contributions in kind (authorized capital).<br />
It may exclude shareholders’ subscription rights with the approval of the Supervisory Board in the following<br />
cases:<br />
– for fractional amounts occurring as a result of the subscription ratio;<br />
– to grant subscription rights for new shares to the holders of conversion <strong>and</strong>/or option rights or conversion<br />
obligations outst<strong>and</strong>ing at the time the authorized capital is utilized in respect of convertible bonds <strong>and</strong>/or<br />
options already issued or to be issued in the future by the Company or its subsidiaries to the extent to<br />
which they would be eligible as shareholders after exercising the conversion <strong>and</strong>/or option rights or after<br />
fulfillment of the conversion obligations;<br />
– if the issue price of the new shares is not significantly lower than the stock market price of shares already<br />
quoted on the stock market at the time the final issue price is determined <strong>and</strong> the shares issued do not<br />
exceed altogether 10% of the capital stock either at the time this authorization becomes effective or at<br />
the time it is exercised;<br />
– in the event of capital increases in exchange for contributions in kind.<br />
The sale of treasury shares shall be counted against the 10% capital limit insofar as it takes place during the<br />
term of this authorization to the exclusion of subscription rights pursuant to Art. 186 par. 3 sentence 4 AktG.<br />
Shares issued to service bonds with conversion <strong>and</strong>/or option rights <strong>and</strong> conversion obligations shall<br />
likewise be counted against the 10% capital limit insofar as the bonds are issued during the term of this<br />
authorization to the exclusion of subscription rights analogously applying Art. 186 par. 3 sentence 4 AktG.<br />
The Executive Board is authorized, with the approval of the Supervisory Board, to determine the further<br />
content <strong>and</strong> the terms <strong>and</strong> conditions of the share issue.<br />
Authorization of the Executive Board to repurchase stock<br />
By resolution of the Annual General Meeting of January 21, 2010 the Company was authorized until January<br />
20, 2015 to repurchase treasury shares up to a total of 10% of the capital stock at the time of the resolution<br />
of €1,317,091,952.64. The authorization may be exercised in whole or in installments, once or several<br />
times, in pursuit of one or several purposes by the Company or by third parties for the account of the<br />
Company. At the discretion of the Executive Board, the buy-back may be effected on the open market or by<br />
means of a public offer or a public invitation to tender or by means of equity derivatives (put or call options<br />
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