Information on additional mandates of the Members of the Management Board of Klöckner & Co SE
(Section 285 no. 10 German Commercial Code (HGB – Han- delsgesetzbuch))
Gisbert Rühl
Chairman of the Management Board
Group mandates in legally required Supervisory Boards and comparable domestic and foreign corporate bodies
• Klöckner USA Holding, Inc., Wilmington/USA, Chairman of the Board of Directors
• Klöckner Namasco Holding Corporation, Wilmington/USA, Chairman of the Board of Directors
Other mandates in legally required Supervisory Boards and comparable domestic and foreign corporate bodies
• RWE Power AG, Essen, Member of the Supervisory Board
Marcus A. Ketter
Member of the Management Board, CFO
Group mandates in legally required Supervisory Boards and comparable domestic and foreign corporate bodies
• Klöckner & Co Deutschland GmbH, Duisburg, Member of the Supervisory Board
• Klöckner Participaciones S.A., Madrid/Spain, Member of the Board of Directors
• Comercial de Laminados S.A., Barcelona/Spain, Member of the Board of Directors
• Klöckner Distribution Industrielle S.A.,
Aubervilliers/France, Member of the Supervisory Board
• ODS B.V., Rotterdam/The Netherlands, Member of the Supervisory Board
• Klöckner USA Holding Inc., Wilmington/USA, Member of the Board of Directors
Other mandates in legally required Supervisory Boards and comparable domestic and foreign corporate bodies
Klöckner & Co SE Annual Report 2014
Karsten Lork
Member of the Management Board
Group mandates in legally required Supervisory Boards and comparable domestic and foreign corporate bodies
• Klöckner & Co Deutschland GmbH, Duisburg, Chairman of the Supervisory Board
• Klöckner Participaciones S.A., Madrid/Spain, Chairman of the Board of Directors
• Comercial de Laminados S.A., Barcelona/Spain, Chairman of the Board of Directors
• Debrunner Koenig Holding AG, St. Gallen/Switzerland, Chairman of the Board of Directors
• Riedo Bau + Stahl AG, Oberbipp/Switzerland, Chairman of the Board of Directors
• BST Holding AG, Oberbipp/Switzerland, Chairman of the Board of Directors
• Klöckner Distribution Industrielle S.A., Aubervilliers/France, Chairman of the Supervisory Board
• ODS B.V., Rotterdam/The Netherlands, Chairman of the Supervisory Board
• Kloeckner Metals (Changshu) Co., Ltd., Changshu/China, Chairman of the Supervisory Board
Other mandates in legally required Supervisory Boards and comparable domestic and foreign corporate bodies
• None
William A. Partalis
Member of the Management Board
Group mandates in legally required Supervisory Boards and comparable domestic and foreign corporate bodies
• None
Other mandates in legally required Supervisory Boards and comparable domestic and foreign corporate bodies
Additional mandates of the Members of the Supervisory Board of Klöckner & Co SE
(Section 285 no. 10 HGB – Handelsgesetzbuch)
Prof. Dr. Dieter H. Vogel, Chairman
Managing Partner, Lindsay Goldberg Vogel GmbH, Düsseldorf
• Weener Plastik GmbH, Deputy Chairman of the Advisory Board2)
• HSBC Trinkaus & Burkhardt AG, Member of the Advisory Board2)
• Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Member of the Advisory Board2)
• denkwerk GmbH, Member of the Advisory Board2)
• Bertelsmann Verwaltungsgesellschaft mbH, Member of the Steering Committee2)
Dr. Michael Rogowski, Deputy Chairman
Former Chairman of the Management Board, Voith AG, Heidenheim
• Vattenfall GmbH, Member of the Supervisory Board1)
• Adolf Würth GmbH & Co. KG,
Honorary Member of the Advisory Board2)
Ulrich Grillo
Chairman of the Management Board, Grillo-Werke AG, Duisburg
• Deutsche Messe AG, Member of the Supervisory Board1) Group Mandates Grillo-Werke AG:
• Grillo Zinkoxid GmbH,
Member of the Administrative Board2)
• RHEINZINK GmbH & Co. KG, Member of the Administrative Board2)
• Hamborner Dach- und Fassadentechnik GmbH & Co. KG, Chairman of the Advisory Board2)
• Zinacor S. A., Belgium,
Member of the Board of Managers2)
Robert J. Koehler
Former Chairman of the Management Board, SGL CARBON SE, Wiesbaden
• Heidelberger Druckmaschinen AG, Chairman of the Supervisory Board1)
• Lanxess AG, Member of the Supervisory Board1)
• Freudenberg SE, Member of the Supervisory Board1)
• Freudenberg & Co. KG,
Member of the Board of Partners2)
• Benteler International AG, Austria, Chairman of the Supervisory Board2)
• SGL Carbon S.p.A., Italy, Vice President of the Administrative Board2)(until February 14, 2014)
Hauke Stars
Member of the Management Board, Deutsche Börse AG, Frankfurt/Main
• GfK SE, Member of the Supervisory Board1) Group Mandates Deutsche Börse AG:
• Clearstream Banking AG, Deputy Chairwoman of the Supervisory Board1) (until June 30, 2014)
• Eurex Frankfurt AG, Member of the Supervisory Board 1)
• International Securities Exchange LLC, USA, Member of the Board of Directors2)
• Eurex Zürich AG, Switzerland, Member of the Board of Directors2)
• Clearstream Services S.A., Luxembourg, Member of the Board of Directors2)
• Clearstream Banking S.A., Luxembourg,
Member of the Board of Directors2) (until June 30, 2014)
• ISE Gemini, LLC (before: Topaz Exchange, LLC, USA), Member of the Board of Directors2)
Dr. Hans-Georg Vater
Former Member of the Management Board, HOCHTIEF Aktiengesellschaft, Essen
• Athens International Airport S.A., Greece, Member of the Board of Directors2)
1)
Membership in legally required Supervisory Boards as defined by Section 125 German Stock Corporations Act (AktG).
2)
Membership in similar corporate Supervisory Bodies in Germany and abroad as defined by Section 125 German Stock Corporations Act (AktG).
Klöckner & Co SE Annual Report 2014
Application (app)
Applications or apps are special-purpose computer pro- grams for mobile devices.
Asset-Backed Securitization Programs (ABS Programs)
Group finance programs under which Klöckner trade receiv- ables are converted into cash. Asset-backed securities are generally issued by a special-purpose entity, which are col- lateralized by an asset portfolio (i.e., Klöckner trade receiv- ables). Within the program specified trade receivables are sold to special-purpose entities that are established for this purpose. The sole purpose of the special-purpose entities is to purchase receivables of Klöckner Group companies and to refinance such purchases by issuance of securities. As the programs do not meet criteria under the respective accounting standards, the legally transferred receivables are not derecognized from the Group’s balance sheet, but the funds received are presented as loans due to the pur- chasers of the receivables.
Asset-Based-Lending
Loan agreement under which the credit default risk is secured by the lender’s assets (generally accounts receiv- able, inventory or property, plant and equipment). “C” items
Items identified in ABC analysis as accounting for a large proportion of the product range in quantity but only a relatively small proportion by value, with corresponding implications for procurement and stockholding. Examples include tools, protective gloves as well as articles such as nuts and bolts.
Cap
With a cap derivative financial instrument floating rate interest payments on bond liabilities can be limited to a defined maximum rate. If the maximum amount is exceeded, compensating payments in the amount of the difference between the maximum interest rate and the actual interest rate are made to the holder of the instru- ment.
Cash Flow Hedge
A hedge of the exposure to the variability of cash flow that is attributable to a particular risk associated with a rec- ognized asset or liability, such as all or some future inter- est payments on variable rate debt or a highly probable forecast transaction that could affect profit or loss. If the hedge is considered highly effective, income effects of such instruments can be directly recorded in equity bypassing the income statement.
Conduits
Conduits are special-purpose entities of banks in ABS pro- grams that refinance themselves on the money market based on the purchase of receivables.
Contract
An agreement, normally in writing, between at least two parties. A contract generally comprises a number of clauses setting down the goods to be supplied, date and place of delivery as well as payment terms. It may also include a fixed quantity to be purchased at a fixed price in a spe- cific period.
Counterparty risk
Counterparty risk is the risk that a professional market par- ticipant defaults, i.e., is not paying its obligation when they become due. In addition to the regular credit risk it also includes in particular default risks of derivative financial instruments.
Cross Currency Swap
Foreign exchange agreement between two parties to exchange a principal amount and the respective periodic interest payment of one currency for another and, after a specified period of time, to transfer back the original amounts swapped.
Derivative Financial Instrument
Contractual agreement based on an underlying value (e.g., reference interest rate, securities prices, foreign exchange rates) and a nominal amount. Little or no payment is nec- essary at the time the agreement is concluded.
Design thinking
A resolutely user-oriented method of solving problems and developing new ideas. The method is based on the assump- tion that problems are better solved if different disciplines work together in a creative environment, jointly frame a task that is user-oriented and meets user needs and then go on to develop a prototype. Based on lessons learned from the prototype, the concept is developed and refined until the result is an optimum, user-oriented product.
Dilution
Describes the reduction in amount earned per share in an investment due to an increase in the total number of shares (e.g., due to convertible bonds). As the number of shares outstanding increases the proportional share embodied in each share decreases (i.e., dilutes).