Financial Statements and Management Report - Thyssenkrupp

1.7 Management report Legal information
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.
The Company is party to a shareholders’ agreement in respect of Atlas Elektronik GmbH (joint venture)
under which the co-shareholder EADS Deutschland GmbH has a call option on specific assets and liabilities
of the joint venture at fair value in the event that a competitor of the joint venture or of the co-shareholder
directly or indirectly acquires a controlling interest in the Company. If the call option is exercised,
ThyssenKrupp Technologies AG (today operating under the name ThyssenKrupp Technologies Beteiligungen
GmbH) is entitled to purchase all the co-shareholder’s shares in the joint venture at fair value plus 5%
premium. If the call option is not exercised, the co-shareholder has a put option in respect of the shares in
the joint venture at the specified purchase price conditions.
30