Financial Statements and Management Report - Thyssenkrupp

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