voestalpine AG

EANS-General Meeting: voestalpine AG
Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT

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  General meeting information transmitted by euro adhoc with the aim of a
  Europe-wide distribution. The issuer is responsible for the content of this
  announcement.
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02.06.2017

The German version of this invitation shall be binding. This English translation
is for information purposes only.

voestalpine AG
Linz
FN 66209 t, ISIN AT0000937503

Invitation to the Annual General Meeting

We hereby invite our shareholders to the
25th Annual General Meeting of voestalpine AG
taking place on Wednesday, July 5, 2017 at 10:00 a.m.
in the Design Center Linz, Europaplatz 1, A-4020 Linz.


I. AGENDA


1. Presentation of the approved annual financial statements and management
   report, the proposal with respect to the distribution of profits, the
   consolidated financial statements and group management report, the
   consolidated corporate governance report and the report of the Supervisory
   Board to the Annual General Meeting on business year 2016/2017
2. Resolution on the allocation of the balance sheet profit of the business year
   2016/2017
3. Resolution on the discharge of the members of the Management Board for
   business year 2016/2017
4. Resolution on the discharge of the members of the Supervisory Board for
   business year 2016/2017
5. Resolution on the election of the auditor for the annual financial statements
   and consolidated financial statements for business year 2017/2018
6. Resolution on the authorization of the Management Board
   a) to purchase own shares in accordance with Section 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 Section 65 para. 1b Austrian Stock Corporation Act to
   determine a method of selling or using 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,
   d) by revoking the authorization given by the Annual General Meeting on July
   1, 2015 (see TOP 6).



II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON THE
COMPANY WEBSITE
In particular, the following documents will be available on the website of the
Company at www.voestalpine.com [http://www.voestalpine.com/] no later than June
14, 2017:

* Annual financial statements and management report,
* Consolidated corporate governance report,
* Consolidated financial statements and group management report,
* Proposal with respect to the distribution of profits,
* Report of the Supervisory Board,

in each case for business year 2016/2017;

* Resolution proposals for agenda items 2-6,
* Report by the Management Board in accordance with Section 65 para. 1b together
  with Section 170 para. 2 and Section 153 para. 4 Austrian Stock Corporation
  Act with regard to item 6 of the agenda,
* Proxy authorisation forms,
* Proxy cancellation form,
* Complete text of this invitation.

III. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING

Eligibility to participate in the Annual General Meeting and to exercise voting
rights and other shareholder rights that apply to the Annual General Meeting are
based on the shareholding at the end of day on June 25, 2017 (record date to
provide proof of shareholding).

A person is only eligible to participate in the Annual General Meeting, if he/
she is a shareholder on this record date and is able to supply sufficient proof
of this status 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 30, 2017 (12:00 midnight, CEST, local Vienna time) exclusively
via one of the following communication channels and addresses.

(i) for transmission of the deposit certificate in written form
By mail or messenger
voestalpine AG
Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz

By e-mail an electronic document in the form of a PDF with a qualified
electronic signature: anmeldung.voestalpine@hauptversammlung.at

By SWIFT:
GIBAATWGGMS -
(Message Type MT598 or MT599; ISIN AT0000937503 must be indicated in the text)

(ii) for transmission of the deposit certificate in text form, which is
permitted under Section 19 para. 3 of the Articles of Association
By fax: +43 (0)1 8900 500 57
By e-mail: anmeldung.voestalpine@hauptversammlung.at
(Please use PDF format for deposit certificates)

Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a deposit confirmation.
The record date has no impact on the saleability of the shares and has no
bearing on dividend rights.

Deposit certificates in accordance with Section 10a of the AktG

The deposit certification must be issued by a depositary bank 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: company name and address or a code commonly used in
  dealings between banks,
* Information on the shareholder: name/company name and address, in addition
  date of birth for natural persons, and register and register number, if
  applicable, for legal persons in the legal person's country of origin
* 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 depository certification to verify the shareholding as the basis for
participation in the Annual General Meeting must relate to the above-mentioned
record date for the proof of shareholding, i.e. June 25, 2017 (12:00 midnight,
CEST, local Vienna time).

The deposit certificate will be accepted in German or English.

For identification purposes, shareholders and their proxies are asked to be
ready to show official photo identification when registering for the Annual
General Meeting.

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.

IV. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participate in the Annual General Meeting
and has provided sufficient proof to the Company as described in point III of
this invitation is also entitled to appoint a representative, who will
participate in the Annual General Meeting on behalf of the shareholder and who
is vested with the same rights as the shareholder who he or she represents.

Proxy authorisation must be granted to a specific person (natural person or
legal entity) in text form (Section 13 Para. 2 AktG). It is also possible to
appoint several proxy holders.

The proxy can be appointed before or during the Annual General Meeting.

We offer the following communication channels and addresses for the delivery of
proxies:

By mail or messenger:
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
[anmeldung.voestalpine@hauptversammlung.at]
(Please use PDF format for proxies)

The proxies must be received by the Company no later than July 4, 2017 at 4:00
p.m. (CEST, local Vienna time), exclusively at one of the previously listed
addresses, unless they are submitted at the entry or exits check at the Annual
General Meetingon the day of the Annual General Meeting.

A form for the appointment (or revocation) of a proxy holder can be downloaded
from the Company's Website at www.voestalpine.com. In order to ensure problem-
free processing, we request that you only use the forms which have been made
available.

Details on appointing a proxy, especially the text form and contents of the
proxy, are set out in the proxy authorization form made available to
shareholders.

If the shareholder has appointed the depositary bank (Section 10a AktG) as her
or his proxy, it will suffice if the depositary bank submits a declaration in
addition to the deposit certificate, via the communication channels stipulated
for this purpose, stating that the depositary bank was appointed to serve as the
proxy.

Even after appointing a proxy, shareholders may still personally attend the
Annual General Meeting and exercise their shareholder rights. Personal
attendance is considered to serve as a revocation of the proxy authorisation.

The rules indicated above with respect to proxy authorisation apply similarly to
proxy cancellation.

Independent voting representative
As a special service, a representative from the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), Feldmühlgasse 22, 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 [http://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 via e-mail at
wilhelm.rasinger@iva.or.at [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.

Guests
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 8735, e-mail:
ir@voestalpine.com [ir@voestalpine.com])

V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109, 110,
118 AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)

1. Additions to the agenda pursuant to Section 109 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 14,
2017 (12:00 midnight, CEST, local Vienna time) only to the address voestalpine-
Strasse 1, 4020 Linz, Attn. Mr. Christian Kaufmann. 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 Section 10a of the AktG that confirms that the requesting
shareholders have 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 (point
III).

2. Resolutions proposed for the agenda by shareholders pursuant to Section 110
AktG

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 as entered into the Commercial Register. Such requests must be
delivered to the Company in text form no later than June 26, 2017 (12:00
midnight, CEST, local Vienna time) either by fax to +43 (0) 50304 15 5872 or by
mail to the address voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Christian
Kaufmann or by e-mail to christian.kaufmann@voestalpine.com, whereby the written
request must be attached to the e-mail, e.g. as a PDF file.

Proof of shareholder status must be provided by submitting a deposit certificate
in accordance with Section 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 (point III).

3. The right of shareholders to obtain information pursuant to Section 118 AktG

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. This obligation to provide information also covers the Company's
legal relations with an associated company as well as the status of the Group
and companies included in the consolidated financial statements.

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.

In accordance with Section 20 para. 3 of the Articles of Association, the
chairperson of the Annual General Meeting may set appropriate limits for the
time allotted to speakers and the time allotted for questions as well as general
limitations for speaking time and time for posing questions during the Annual
General Meeting.

Requests for information at the Annual General Meeting are generally to be made
orally, but may also be submitted in written form.

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 [ir@voestalpine.com] or by fax to +43 (0) 50304 55 5581.

4. Motions by Shareholders at the Annual General Meeting pursuant to Section 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. If several motions
have been proposed for one item on the agenda, the Chairman of the Annual
General Meeting determines the order of voting pursuant to Section 119 Para. 3
AktG.

5. Information on the website
Additional information on these shareholder rights, which are provided for in
Sections 109, 110, 118 and 119 of the AktG, is available on the Company's
website www.voestalpine.com [http://www.voestalpine.com/].

VI. FURTHER DICSLOSURES AND INFORMATION

1. Total number of shares
On the date the Annual General Meeting was convened, the Company had share
capital of EUR 320,394,836.99 divided into 176,349,163 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 Section 67 para. 2 in
combination with Section 262 para. 29 of the AktG whereof 2,263 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 176,318,303 shares giving their owners the
right to attend and vote at the Annual General Meeting. There are no other
classes of shares.

2. Internet broadcast of part of the Annual General Meeting
It is planned to transmit a webcast of the Annual General Meeting up to the
start of the general debate.

Shareholders of the Company and the interested public may follow the speech by
the Chairman of the Management Board at the Annual General Meeting on July 5,
2017 live on the Internet at www.voestalpine.com [http://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 2017
                              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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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/2092/12/10010554/1/voestalpine_AG_Invitation_to_the_25_Annual_General_Meeting.pdf


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
ISIN:         AT0000937503
indexes:      WBI, ATX
stockmarkets: Wien
language:     English
 

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

Weitere Meldungen: voestalpine AG

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