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
24th Annual General Meeting
of the Company,
 
taking place on Wednesday, July 6, 2016 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 2015/2016
2)    Resolution on the allocation of the balance sheet profit of the business
      year 2015/2016
3)    Resolution on the discharge of the members of the Management Board for
      business year 2015/2016
4)    Resolution on the discharge of the members of the Supervisory Board for
      business year 2015/2016
5)    Resolution on the election of the auditor for the annual financial
      statements and consolidated financial statements for business 
      year 2016/2017
6)    Resolution on the amendment of the Articles of Association in Article 15
      para. 2 (Remuneration of the Supervisory Board)


Annual General Meeting Documents
The following documents will be available on the Company's website
www.voestalpine.com no later than June 15, 2016:

·           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 2015/2016;
·           Resolution proposals for agenda items 2-6
·           Article 15 para. 2 of the Articles of Association with the proposed
            amendment highlighted
·           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 15, 2016 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 27, 2016 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 26, 2016 (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 July 1, 2016 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 26, 2016 (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.
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 July 5, 2016.
 
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 8763343 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 4,831 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 174,915,735 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 6, 2016 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.
 
The General Meeting is the key governing body of a stock corporation as it is
the forum for the Company's owners - the shareholders. We therefore hope you
will appreciate that we cannot turn a General Meeting into an event for guests,
much as we value such interest. For further questions please contact the
Investor Relations Team (phone: +43 (0) 50304 15 5221, e-mail:
IR@voestalpine.com)
 
 
Linz, June 2016

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
 

 

 

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