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EANS-News: Salzgitter AG announces exercise of greenshoe option in connection with the offering of senior unsecured bonds exchangeable into shares of Aurubis AG

Salzgitter (euro adhoc) -

  Corporate news transmitted by euro adhoc. The issuer/originator is solely
  responsible for the content of this announcement.
Capital measures/senior unsecured bonds
Salzgitter, November 3, 2010
Not for publication or distribution in the United States, Australia, 
Canada, Japan or South Africa
Salzgitter AG announces exercise of greenshoe option in connection 
with the offering of senior unsecured bonds exchangeable into shares 
of Aurubis AG
International Securities Identification Number (ISIN): DE000A1AYDS2
German Wertpapierkennummer (WKN): A1AYDS
In connection with the offering of senior unsecured bonds 
exchangeable into existing ordinary bearer shares of Aurubis AG (the 
"Bonds") by Salzgitter Finance B.V. and guaranteed by Salzgitter AG, 
announced on 28 October 2010, Salzgitter AG announces that today the 
greenshoe option granted to BofA Merrill Lynch, Commerzbank AG and 
Deutsche Bank AG (the "Joint Bookrunners and Joint Lead Managers") 
has been partially exercised and that, as a consequence, the issue 
size of the Bonds has been increased by a further EUR20.5 million. 
The aggregate principal amount of the offering therefore amounts to 
EUR295.5 million.
In connection with the offering of the Bonds, Merrill Lynch 
International acted as Stabilisation Manager. The stabilisation 
period has been terminated with the partial exercise of the greenshoe
option to purchase additional Bonds to cover over-allotments. The 
Stabilisation Manager has undertaken stabilisation transactions 
starting on 29 October 2010, the date on which stabilisation last 
occurred was 29 October 2010.
The price range within which stabilisation was carried out and each 
of the dates during which stabilisation transactions were carried out
are set out in the following table:
Date             Price Range
29 October 2010  99.85% - 100.00%
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE. This 
announcement constitutes neither an offer to sell nor a solicitation 
to buy securities of Salzgitter Finance B.V., Salzgitter AG, Aurubis 
AG or any other party. The securities have already been sold.
IMPORTANT NOTE - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR 
TO US PERSONS), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR IN ANY 
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY 
APPLICABLE LAW
This press release is for information purposes only and does not 
constitute or form part of, and should not be construed as an offer 
or an invitation to sell, or issue or the solicitation of any offer 
to buy or subscribe for, any securities. In connection with this 
transaction there has not been, nor will there be, any public 
offering of any securities. No prospectus will be prepared in 
connection with the offering of the Bonds. The Bonds may not be 
offered to the public in any jurisdiction in circumstances which 
would require the Issuers of the Bonds to prepare or register any 
prospectus or offering document relating to the Bonds in such 
jurisdiction.
The distribution of this press release and the offer and sale of the 
Bonds in certain jurisdictions may be restricted by law. Any persons 
reading this press release should inform themselves of and observe 
any such restrictions.
This press release does not constitute an offer to sell or a 
solicitation of an offer to purchase any securities in the United 
States. The securities referred to herein (including the Bonds and 
the shares of Aurubis AG) have not been and will not be registered 
under the U.S. Securities Act of 1933, as amended (the "Securities 
Act") or the laws of any state within the U.S., and may not be 
offered or sold in the United States or to or for the account or 
benefit of U.S. persons, except in a transaction not subject to, or 
pursuant to an applicable exemption from, the registration 
requirements of the Securities Act or any state securities laws. This
press release and the information contained herein may not be 
distributed or sent into the United States, or in any other 
jurisdiction in which offers or sales of the securities described 
herein would be prohibited by applicable laws and should not be 
distributed to United States persons or publications with a general 
circulation in the United States. No offering of the Bonds is being 
made in the United States.
Subject to certain exceptions, the securities referred to herein 
(including the Bonds and the shares of Aurubis AG) may not be offered
or sold in Australia, Canada, Japan or South Africa to, or for the 
account or benefit of, any national, resident or citizen of 
Australia, Canada, Japan or South Africa.  The offer and sale of the 
securities referred to herein has not been and will not be registered
under the applicable securities laws of Australia, Canada, Japan or 
South Africa.
In the United Kingdom, this press release is only being distributed 
to and is only directed at (i) persons who fall within the meaning of
investment professional pursuant to Article 19(5) of the Financial 
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 
"Order") and (ii) high net worth entities falling within Article 
49(2)(a)-(d) of the Order and (iii) persons to whom it would 
otherwise be lawful to distribute it (all such persons together being
referred to as "relevant persons"). The Bonds are only available to, 
and any invitation, offer or agreement to subscribe, purchase or 
otherwise acquire such Bonds will be engaged in only with, relevant 
persons. Any person who is not a relevant person should not act or 
rely on this press release or any of its contents.
The Joint Bookrunners are acting on behalf of the Issuer and no one 
else in connection with the Bonds and will not be responsible to any 
other person for providing the protections afforded to clients of the
Joint Bookrunners, or for providing advice in relation to the 
securities.
In connection with the offering of the Bonds, the Joint Bookrunners 
and any of their respective affiliates acting as an investor for 
their own account may take up Bonds and in that capacity may retain, 
purchase or sell for its own account such securities and any 
securities of the Issuer, Salzgitter AG or Aurubis AG or any related 
investments and may offer or sell such securities or other 
investments otherwise than in connection with the offering of the 
Bonds. The Bookrunner does not intend to disclose the extent of any 
such investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
Any offer if made may only be addressed to and directed, in member 
states of the European Economic Area which have implemented the 
Prospectus Directive (each, a "relevant member state"), at persons 
who are "qualified investors" within the meaning of Article 2(1)(e) 
of the Prospectus Directive (Directive 2003/71/EC) and pursuant to 
the relevant implementing rules and regulations adopted by each 
relevant member state ("Qualified Investors").
Each person who initially acquires any Bonds in connection with the 
issuance or to whom any offer of securities may be made will be 
deemed to have represented, acknowledged and agreed that it is a 
Qualified Investor as defined above.
In the case of any securities being offered to any investor as a 
financial intermediary as that term is used in Article 3(2) of the 
Prospectus Directive, such investor will also be deemed to have 
represented and agreed that the securities acquired by it in the 
offering have not been acquired on behalf of persons in the EEA other
than Qualified Investors or persons in the UK and other member states
(where equivalent legislation exists) for whom the investor has 
authority to make decisions on a wholly discretionary basis, nor have
the securities been acquired with a view to their offer or resale in 
the EEA where this would result in a requirement for publication by 
the Issuers, Salzgitter AG or the Joint Bookrunners of a prospectus 
pursuant to Article 3 of the Prospectus Directive, unless the prior 
consent of the aforementioned parties has been obtained to such offer
or resale.
end of announcement                               euro adhoc

Further inquiry note:

Markus Heidler
+49 (0) 5341/21-6105
heidler.m@salzgitter-ag.de

Branche: Iron & Steel
ISIN: DE0006202005
WKN: 620200
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, Prime All
Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade

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