voestalpine AG

EANS-General Meeting: voestalpine AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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The German version of this invitation shall be binding. This English translation
is for information purposes only.
 
 
voestalpine AG, Linz
Invitation
to the
23rd Annual General Meeting
of the Company,
 
taking place on Wednesday, July 1, 2015 at 10:00 a.m. in the Design Center Linz,
Europaplatz 1, A-4020 Linz.
 
Agenda:


1)    Presentation of the approved annual financial statements of voestalpine
      AG, the management report combined with the group management report, the
      proposal with respect to the distribution of profits, the consolidated
      financial statements, the corporate governance report and the report of
      the Supervisory Board to the Annual General Meeting on business year 
      2014/2015
2)    Resolution on the allocation of the balance sheet profit of the business
      year 2014/2015
3)    Resolution on the discharge of the members of the Management Board for
      business year 2014/2015
4)    Resolution on the discharge of the members of the Supervisory Board for
      business year 2014/2015
5)    Resolution on the election of the auditor for the annual financial
      statements and consolidated financial statements for business year 
      2015/2016
6)    Resolution on the authorization of the Management Board of voestalpine AG
      a)    to purchase own shares in accordance with Sec. 65 para. 1 no. 4 and
      no. 8 as well as para. 1a and para 1b of the Austrian Stock Corporation
      Act ("Aktiengesetz or AktG") both on the stock exchange and over-the-
      counter to the maximum extent of a total of 10% of the share capital also
      by excluding pro rata disposal rights which may accompany such an
      acquisition (reverse exclusion of subscription rights),
      b)    in accordance with Sec. 65 para. 1b Austrian Stock Corporation Act
      to determine a method of selling own shares in a manner other than via the
      stock exchange or a public offer based on the provisions on the exclusion
      of shareholders' subscription rights,
      c)    to decrease the share capital of the Company by a redemption of
      these own shares without any further resolution by the Annual General
      Meeting.


Annual General Meeting Documents

The following documents will be available on the Company's
website www.voestalpine.com no later than June 10, 2015:

·           Annual financial statements,
·           Corporate governance report,
·           Consolidated financial statements,
·           Management report (combined with the group management report),
·           Proposal with respect to the distribution of profits,
·           Report of the Supervisory Board,
in each case for business year 2014/2015;
·           Resolution proposals for agenda items 2-6
·           report by the Management Board in accordance with Sec. 65 para. 1b
            together with Sec. 170 para. 2 and Sec. 153 para. 4 Austrian Stock  
            Corporation Act with regard to item 6 of the agenda
·           Proxy authorisation form
·           Proxy cancellation form
·           Complete text of this invitation.
 
Information on shareholder rights under Secs. 109, 110, and 118 of the AktG


Shareholders whose combined holdings represent at least 5% of the share capital
and who have owned these shares for at least three months prior to making such
request have the right to request in writing that additional items be put on the
agenda of this Annual General Meeting and be published provided that such
request is made in writing and delivered to the Company no later than June 10,
2015 only to the address voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Christian
Kaufmann, Head of Legal, M&A and Compliance. Each agenda item requested must be
accompanied by a resolution proposal and a statement of reasons. Proof of
shareholder status must be provided by submitting a deposit certificates in
accordance with Sec. 10a of the AktG that confirms that the requesting
shareholder has owned the shares for at least three months before the request
and must no more than seven days old at the time it is submitted to the Company.
Please refer to the section on the right to attend the Annual General Meeting
for information on the other requirements for the deposit certificate.
 
Shareholders whose combined holdings represent at least 1% of the share capital
have the right to submit resolution proposals in text form for any agenda item,
together with a statement of reasons, and request that these proposals, together
with the names of the shareholders concerned, the reasons given and any
statement by the Management Board or Supervisory Board, be made available on the
Company's website. Such requests must be delivered to the Company in text form
no later than June 22, 2015 either by fax to +43 (0) 50304 15 5872 or to the
address voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Christian Kaufmann, Head of
Legal, M&A and Compliance or by e-mail to christian.kaufmann@voestalpine.com, in
which case such request submitted in text form, such as a pdf file, must be sent
as an attachment to the e-mail. Proof of shareholder status must be provided by
submitting a deposit certificate in accordance with Sec. 10a of the AktG that is
no more than seven days old at the time it is submitted to the Company. Please
refer to the section on the right to attend the Annual General Meeting for
information on the other requirements for the deposit certificate.
 
Every shareholder has the right to request information on any matters pertaining
to the Company provided that such information is needed to properly evaluate an
agenda item. Information may be denied if, based on the assessment of a prudent
businessman, it could cause significant detriments to the Company or an
affiliated company, or if provision of the information would be punishable.
 
To make efficient use of time during the Annual General Meeting, questions whose
answers require lengthy preparation should be submitted in text form to the
Management Board in timely fashion before the Annual General Meeting. Such
questions should be submitted to the address Investor Relations Department,
voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Peter Fleischer or by e-mail
to IR@voestalpine.com or by fax to +43 (0) 50304 55 5581.
 

Presenting motions at the Annual General Meeting according Sec. 119 AktG

Regardless of the number of shares held, every shareholder has the right to make
motions on any agenda item during the Annual General Meeting.
 
Additional information on these shareholder rights, which are provided for in
Secs. 109, 110, 118 and 119 of the AktG, is currently available on the Company's
website www.voestalpine.com.
 
QUALIFYING DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING

Under Sec. 111 of the AktG, the right to attend the Annual General Meeting, the
right to exercise voting rights and other shareholder rights that can be
exercised at the Annual General Meeting are based on share ownership at the end
day on June 21, 2015 (record date).
 
The Annual General Meeting may only be attended by persons who are shareholders
on the record date and provide proof of this to the Company.
 
Proof of share ownership on the record date must be provided by delivering a
deposit certificate in accordance with Sec. 10a of the AktG to the Company no
later than June 26, 2015 only to one of the following addresses.
 

By mail             voestalpine AG
(in written form)   Legal, M&A and Compliance
                    Attn. Mr. Christian Kaufmann
                    voestalpine-Strasse 1
                    4020 Linz
By fax:             +43 (0)1 8900 500 57
By e-mail:       anmeldung.voestalpine@hauptversammlung.at; 
                    however, only with a qualified electronic signature in  
                    accordance with Sec. 4 para. 1 of the SignaturG (Austrian   
                    Digital Signature Act)
By SWIFT:           GIBAATWGGMS - Message Type MT598; ISIN AT0000937503 must be
                    indicated in the text
 

Deposit certificates in accordance with Sec. 10a of the AktG

The deposit certification must be issued by a custodian financial institution
domiciled in a member state of the European Economic Area or a full member state

of the OECD and must contain the following information:
·           Information on the issuer: name or company name and address or a
            code commonly used in dealings between banks (BIC),
·           Information on the shareholder: name or company name, address, date
            of birth for natural persons, and register and register number, if  
            applicable,for legal entities,
·           Information on the shares: number of shares held by the shareholder,
            ISIN AT0000937503,
·           Securities account number and/or other designation,
·           Date to which the deposit certificate refers.
 
The deposit certificate providing proof of share ownership must refer to the
record date June 21, 2015 (end of this day) indicated above.
 
The deposit certificate will be accepted in German or English.
 

By registering for the Annual General Meeting and/or submitting a deposit
certificate shareholders will not be prevented from freely disposing of their
shares. However, in case of a transfer of shares only the person who was a
shareholder on the record date has the right to attend the Annual General
Meeting.

Declaration of invalidity of physical share certificates

It was reported in the 21st Annual General Meeting of voestalpine AG that
voestalpine AG is required to replace all outstanding bearer share certificates
(physical share certificates) with a global certificate and deposit this global
certificate with Oesterreichische Kontrollbank AG (OeKB). Based on an approval
of April 19, 2013, by the Regional Court of Linz (Landesgericht Linz), three
notices were published in the Official Gazette of the Wiener Zeitung newspaper
requesting that all shareholders of the Company holding physical bearer ordinary
share certificates submit their certificates no later than October 23, 2013, and
the Management Board adopted a resolution on November 4, 2013 declaring the
physical bearer share certificates that had not been submitted to be invalid in
accordance with Sec. 67 of the AktG in combination with Sec. 262 para. 29 of the
AktG; the notice to this effect was published in the Official Gazette of the
Wiener Zeitung newspaper on November 8, 2013.
 
The declaration of invalidity rendered these physical share certificates
invalid, which means that their holders do not have the right to attend the
Annual General Meeting of voestalpine AG and exercise voting rights.
Shareholders who still have physical share certificates can submit the invalid
share certificates to UniCredit Bank Austria AG, Schottengasse 6-8, 1010 Vienna,
as receiving agent, or their custodian financial institution during normal
business hours with a request for a credit to their securities account equal to
the number of shares submitted. To ensure they have the right to attend the
upcoming Annual General Meeting, shareholders must do this early enough that the
securities account credit is performed no later than the qualification date,
June 21, 2015.
 
REPRESENTATION BY PROXY

Every shareholder who has the right to attend the Annual General Meeting has the
right to appoint a proxy who can attend the Annual General Meeting on behalf of
the shareholder and has the same rights as the shareholder she/he represents.
 
Proxy authorisation must be granted to a specific person (natural person or
legal entity) in text form; more than one person may also be authorised.
 
The proxy authorisation must be delivered to the Company only to one of the
following addresses:
 

By post              voestalpine AG
                     Legal, M&A and Compliance
                     Attn. Mr. Christian Kaufmann
                     voestalpine-Strasse 1
                     4020 Linz
By fax:              +43 (0)1 8900 500 57
By e-mail:        anmeldung.voestalpine@hauptversammlung.at; the proxy
                     authorisation in text form, for example as pdf file, 
                     must be attached to the e-mail
By SWIFT:            GIBAATWGGMS - Message Type MT598; ISIN AT0000937503 must be
                     indicated in the text
In person:           During registration at the location of the Annual General
                     Meeting
 
Proxy authorisation and proxy cancellation forms will be sent upon request and
may be downloaded from the Company's website at www.voestalpine.com.
 
Unless the proxy authorisation is handed over in person during registration on
the date of the Annual General Meeting, it must be delivered to the Company no
later than 4 p.m on June 30, 2015.
 
The rules indicated above with respect to proxy authorisation apply similarly to
proxy cancellation.
 
As a special service, a representative from the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), Feldmühlgasse 22/4, 1130 Vienna, is

available to shareholders as an independent voting proxy for exercising voting
rights in accordance with shareholder instructions at the Annual General
Meeting. IVA is currently planning to send Mr. Wilhelm Rasinger to represent
shareholders at this Annual General Meeting. A special proxy form for
authorising Mr. Wilhelm Rasinger may be downloaded from the Company's website
at www.voestalpine.com and must be delivered to the Company only to one of the
addresses indicated above for delivery of proxy authorisations. Shareholders may
also contact Mr. Wilhelm Rasinger directly at IVA by phone +43 (0)1 876334 30,
fax +43 (0)1 8763343 39 or e-mail rasinger@iva.or.at.
Shareholder must provide Mr. Wilhelm Rasinger with instructions on how he (or a
sub-proxy authorised by Mr. Wilhelm Rasinger) is to exercise their voting
rights. Mr. Wilhelm Rasinger only exercises voting rights based on the
instructions given by the shareholder. Without explicit instructions, Mr.
Wilhelm Rasinger will not exercise voting rights based on the proxy
authorisation.
 
Total number of shares

On the date the Annual General Meeting was convened, the Company had share
capital of EUR 317,851,287.79 divided into 174,949,163 no-par bearer shares.
Each share grants one vote. On the date the Annual General Meeting was convened,
the Company held 28,597 treasury shares that do not confer any rights. 8,975
shares were declared invalid in accordance with Sec. 67 para. 2 in combination
with Sec. 262 para. 29 of the AktG whereof 8,631 shares have not been submitted
and credited to securities accounts on the date the Annual General Meeting was
convened. Therefore, on the date the Annual General Meeting was convened there
were a total of 174,911,935 shares giving their owners the right to attend and
vote at the Annual General Meeting. There are no other classes of shares.
 
In order to avoid delays at the entrance checks, shareholders are asked to
present themselves in due time before the start of the Annual General Meeting.
Voting cards may be collected starting at 9:00 a.m.
 
Shareholders who did not receive admission cards or copies of the deposit
certificates from their custodian financial institution are requested to bring
valid official photo identification to the Annual General Meeting.
 
Internet broadcast of part of the Annual General Meeting

Shareholders of the Company and interested members of the public may follow the
speech by the Chairman of the Management Board at the Annual General Meeting on
July 1, 2015 live on the Internet at www.voestalpine.com starting at approx.
10:00
a.m. No video or audio broadcast of any other part of the Annual General Meeting
will take place.
 
Linz, June 2015
The Management Board


Further inquiry note:
DI Peter Fleischer
Head of Investor Relations
Tel.: +43/50304/15-9949
Fax:  +43/50304/55-5581
mailto:peter.fleischer@voestalpine.com
http://www.voestalpine.com

end of announcement                               euro adhoc 
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issuer:      voestalpine AG
             voestalpine-Straße  1
             A-4020 Linz
phone:       +43 50304/15-9949
FAX:         +43 50304/55-5581
mail:     IR@voestalpine.com
WWW:      www.voestalpine.com
sector:      Metal Goods & Engineering
ISIN:        AT0000937503
indexes:     WBI, ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English
 

Original-Content von: voestalpine AG, übermittelt durch news aktuell

Weitere Meldungen: voestalpine AG

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