Significant voting interests
According to the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) investors are required to disclose their voting rights by notification to ThyssenKrupp AG and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) if certain thresholds are reached or crossed. Since 1st of February 2012 this disclosure requirement is extended to include financial instruments which do not grant an enforceable right to acquire shares of ThyssenKrupp AG but still make such an acquisition possible.
In case of an investor with a multi-level structure, each company in the chain of companies controlled by the investor is subject to the obligation to notify reaching, exceeding or falling below the legal thresholds for significant voting interests pursuant to Arts. 21 ff. WpHG. If, for instance, an investor acquires 3% of the voting rights in ThyssenKrupp AG indirectly via a second-tier subsidiary, the parent company, the subsidiary and the second-tier subsidiary must notify that they have reached the 3% threshold, even though the investor does not hold 9% but effectively only 3%. This fact is indicated in the corresponding notification by reference in the parent company and subsidiary notifications to the attribution of voting rights held by the second-tier subsidiary (Art. 22 par. 1 sent. 1 no. 1 or Art. 22 par. 1 sent. 2, in conjunction with Art. 22 par. 1 sent. 1 no. 2 - 6 WpHG). The corresponding publication by ThyssenKrupp AG is strictly bound to the contents of the notification by the investor.
Based on the disclosures of voting rights in accordance with WpHG, the Alfried Krupp von Bohlen und Halbach Foundation, Essen, Germany, currently holds more than 25% of the voting rights in ThyssenKrupp AG, BlackRock Inc., New York, USA, more than 5% and Franklin Mutual Advisers, LLC, Wilmington, USA, more than 3%.
According to Art. 20 of the Articles of Association of ThyssenKrupp AG, each share grants one vote; the voting interest thus corresponds to the share of the capital stock.
ThyssenKrupp AG publishes disclosures of voting rights via DGAP (Deutsche Gesellschaft für Ad-hoc-Publizität mbH). The full wording of the voting rights disclosures published by ThyssenKrupp AG in the last 3 years can be found here:
