EANS-Adhoc: Salzgitter AG launches a convertible bond offering

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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29.09.2009

The Management Board of Salzgitter AG ("Salzgitter"), with the
approval of the Supervisory Board, resolved today to issue senior
unsecured convertible bonds (the "Bonds"). The Bonds will be issued
by Salzgitter Finance B.V. (the "Issuer"), a wholly-owned Dutch
subsidiary of Salzgitter AG, guaranteed by Salzgitter AG, and will be
convertible into Salzgitter AG shares. The Bonds (each with a
denomination of EUR50,000) will be offered in an accelerated
bookbuilding only to institutional investors outside of the US. The
pre-emptive rights of shareholders of Salzgitter AG to subscribe to
the Bonds are excluded.

The total offering size will be approximately EUR 300 million with up
to 3,550,792 underlying shares, representing approximately 5.9% of
the current outstanding shares.

With this transaction Salzgitter AG diversifies its funding sources
and intends to use the proceeds from the sale of the convertible
bonds for general corporate purposes.

The Bonds will have a maturity of seven years. Holders of the Bonds
will be entitled to require an early redemption of their Bonds on the
fifth anniversary, after the issue date, at the principal amount
together with accrued interest. The Bonds will be issued around 6
October 2009 (the "Settlement Date") at 100% of the principal amount.
The coupon will be between 0.625% - 1.625% p.a. and will be
determined during a bookbuilding taking place today. The conversion
price will be set at a conversion premium of 25% above the VWAP
(Volume Weighted Average Price) on XETRA from the time of launch of
the placement until pricing, which is expected to occur today.

Salzgitter AG intends to list the Bonds on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange. Commerzbank,
Deutsche Bank and UniCredit Group (Bayerische Hypo- und Vereinsbank
AG) are acting as joint bookrunners in relation to the transaction.

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IMPORTANT NOTE -

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF
AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY
OTHER JURIS DICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW

This ad-hoc announcement 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. 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 Issuer of
the Bonds to prepare or register any prospectus or offering document
relating to the Bonds in such jurisdiction.

The distribution of this ad-hoc announcement and the offer and sale
of the Bonds in certain jurisdictions may be restricted by law. Any
persons reading this ad-hoc announcement should inform themselves of
and observe any such restrictions.

This ad-hoc announcement 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 Salzgitter 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
ad-hoc announcement 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.

In the United Kingdom, this ad-hoc announcement is only being
distributed to and is only directed at (i) persons who have
professional experience in matters relating to investments falling
within Article 19(1) 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) 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 ad-hoc announcement or
any of its contents.

*****

Further information can be obtained on the webpage of Salzgitter AG:
www.salzgitter-ag.de

end of ad-hoc-announcement ==========================================
=====================================") Not for publication or
distribution in the United States, Australia, Canada or Japan

Ende der Mitteilung euro adhoc
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ots Originaltext: Salzgitter AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Bernhard Kleinermann

Tel.: +49 (0) 5341-21-3783

E-Mail: kleinermann.b@salzgitter-ag.de

Branche: Iron & Steel
ISIN: DE0006202005
WKN: 620200
Index: DAX, Midcap Market Index, 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
München / free trade
Hannover / regulated dealing