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03.07.2019 – 20:29

voestalpine AG

EANS-General Meeting: voestalpine AG
Resolutions of the General Meeting

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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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03.07.2019

voestalpine's Annual General Meeting resolves dividend of EUR 1.10; change of
CEO completed

Pursuant to the proposal of both the Management Board and the Supervisory Board,
the 27th Annual General Meeting (AGM) of voestalpine AG today resolved a
dividend of EUR 1.10 per share for the business year 2018/19. This year's AGM
also saw Herbert Eibensteiner take over as Chairman of the Management Board from
Wolfgang Eder who, in turn, was elected to the Supervisory Board, the Group's
highest corporate body, along with four other new members as part of the
reconstitution of the Supervisory Board.

voestalpine AG posted record revenue for the business year 2018/19, but its
earnings performance fell considerably short of the previous year's results due
to both external and internal negative factors. The current dividend represents
a decline of 21.4% compared with the dividend of EUR 1.40 for the previous
business year; it should be noted, however, that the business year 2017/18 was
the Group's most successful in its history. The dividend of EUR 1.10, which will
be disbursed starting on July 15, 2019 (ex-dividend date: July 11, 2019),
corresponds to the dividend paid for the-good-business year 2016/17. Based on
the average price (EUR 35.59) of the voestalpine share in the business year
2018/19, the dividend to be distributed for this period represents a yield of
3.1%. The distribution ratio is 48.1%. Since its IPO in 1995, voestalpine AG has
never posted a loss in any of its business years and has paid a dividend to its
shareholders every year: including this year's dividend payment, a total of EUR
3 billion have thus been distributed.

Wolfgang Eder hands chairmanship of the Management Board to Herbert Eibensteiner

As of the close of today's Annual General Meeting, Herbert Eibensteiner took
over as the Chairman of the Management Board of voestalpine AG from Wolfgang
Eder, who served in this position for more than 15 years. Herbert Eibensteiner
is an internationally experienced manager, who started his career at voestalpine
as a plant engineer in 1989 after completing his degree in mechanical
engineering/business management. He held numerous executive positions in the
company before being appointed to the Management Board and simultaneously the
Head of the Metal Forming Division in 2012. Eibensteiner's switch to the Steel
Division in October 2014 made him the Head of the Group's biggest revenue
earner. "I am very happy about my new position as CEO and I look forward to
continuing to further develop voestalpine's successful business model in a
consistent way. With a focus on innovation, internationalization, and value-
added growth as well as our commitment to sustainability, we will continue our
journey towards a technology group," said Herbert Eibensteiner.

Wolfgang Eder, the departing CEO, worked for the voestalpine Group for 41 years,
being more than 15 years Chairman of its Management Board. Under his leadership,
the voestalpine Group developed from an Austrian steel company into a global
technology group. "I know that voestalpine looks to the future with confidence
that it can master the coming challenges and that the Group will be led by an
extremely experienced and highly competent leadership team comprising my
successor, Herbert Eibensteiner, and his Management Board colleagues. My
departing sentiment is not wistful therefore. Instead, I am satisfied with the
past-and look with lots of optimism and joy to what comes next," says Wolfgang
Eder. Eder was elected to the Supervisory Board as a new shareholder
representative at today's Annual General Meeting 2019.


Reassignment of Group functions on the Management Board of voestalpine AG

Henceforth, Hubert Zajicek, who previously served as the Steel Division's Head
of Technology, will lead the division and thus complete the Management Board of
voestalpine AG, which will have six members as before. The personnel changes
also brought about a partial reassignment of the Group functions between the
members of the Management Board. From now on, CEO Herbert Eibensteiner will be
responsible for Corporate Development, R&D and Innovation Strategy, Corporate
Human Resources, Corporate Communications and Market Presence, Legal,
Compliance, M&A, Strategic Environmental Management, Investor Relations,
Information Competence Center (Trade & Statistics), and Internal Auditing.
Robert Ottel, the Chief Financial Officer, will now also be responsible for
Information Technology. Franz Rotter, Head of the High Performance Metals
Division, transfers responsibility for Procurement to Peter Schwab, Head of the
Metal Forming Division, and thus will be responsible solely for Health & Safety.
Starting immediately, Hubert Zajicek, Head of the Steel Division, will be
responsible for Raw Materials. Franz Kainersdorfer, Head of the Metal
Engineering Division, will continue to be responsible for the Group's Energy
Supply in the long term.

Reconstitution of the Supervisory Board

The AGM's Agenda also included new elections to the Supervisory Board. Three
members of the previous elected Supervisory Board-specifically, Dr. Joachim
Lemppenau, Dr. Franz Gasselsberger, and Dr. Heinrich Schaller-were re-elected to
the body; since the resignation of Dipl.-Ing. Dr. Michael Schwarzkopf as of
August 1, 2018, the Supervisory Board had consisted of seven members. The
following individuals were newly elected to the Supervisory Board of voestalpine
AG: Dr. Wolfgang Eder, up to now Chairman of the company's Management Board;
Mag. Ingrid Jörg, President of Aerospace & Transportation, Constellium, Zurich;
Dr. Florian Khol, a Partner at the law firm of Binder Grösswang Rechtsanwälte
GmbH, Vienna; Mag. Maria Kubitschek, Deputy Director of the Austrian Chamber of
Labor/Chamber of Workers and Employees, Vienna; and Prof. Elisabeth Stadler,
Chairwoman of the Management Board of Vienna Insurance Group AG. The following
individuals stepped down from the Supervisory Board: Dr. Hans-Peter Hagen, Dr.
Michael Kutschera, Prof. Emerita Dr. Helga Nowotny, Ph.D., and Mag. Dr. Josef
Peischer. As a result, the newly constituted Supervisory Board of voestalpine AG
once again has eight shareholder representatives. Together with Sandra Fritz,
who was appointed by the Group Works Council, the 12-member Supervisory Board
has a total of four female members. All members' terms of office run until the
Annual General Meeting 2024.

The following members represent the workforce on the Supervisory Board: in
addition to Ms. Sandra Fritz, as before Mr. Hans-Karl Schaller, Chairman of the
Group Works Council and the European Works Council of voestalpine AG; Mr. Josef
Gritz, Chairman of the Works Council for Wage Earners of voestalpine Stahl
Donawitz GmbH; and Mr. Gerhard Scheidreiter, Chairman of the Works Council for
Wage Earners of voestalpine Böhler Edelstahl GmbH & Co KG.

Authorization of the Management Board to buy back own shares and increase the
share capital

The AGM also authorized the Management Board to buy back own shares equating to
no more than 10% of the share capital of voestalpine AG. This basically
constitutes a renewal of the own share buyback authorization granted in 2017
which serves, among other things, to expand the employee shareholding scheme or
convertible bonds if any. The own share buyback authorization will be valid for
30 months. In this connection, the Management Board of voestalpine was also
authorized to retire own shares equating to no more than 10% of the share
capital of voestalpine AG and thus to lower the share capital by the given
percentage. To enhance the Group's flexibility with respect to funding, the
Annual General Meeting also authorized the Management Board to increase the
company's share capital within five years by up to 20% in return for
contributions in cash and by up to 10% in return for contributions in kind or
for employee shareholdings (authorized capital). In addition, the Management
Board was authorized to issue up to EUR 500 million in financial instruments as
per Section 174 Austrian Stock Corporation Act (Aktiengesetz, AktG)-
specifically, convertible bonds, income bonds, or profit-participation rights-
within five years; the given instruments may also provide for rights issues,
i.e. the right to exchange and/or subscribe shares of voestalpine AG. To serve
these financial instruments, the Annual General Meeting resolved a contingent
share capital increase by up to approx. 17.2 million shares, which equates to
approx. 10% of the share capital (contingent capital increase).

The voestalpine Group

In its business segments, voestalpine is a globally leading technology group
with a unique combination of materials and processing expertise. voestalpine,
which operates globally, has around 500 Group companies and locations in more
than 50 countries on all five continents. It has been listed on the Vienna Stock
Exchange since 1995. With its top-quality products and system solutions using
steel and other metals, it is a leading partner of the automotive and consumer
goods industries as well as of the aerospace and oil & gas industries.
voestalpine is also the world market leader in complete railway systems as well
as in tool steel and special sections. In the business year 2018/19, the Group
generated revenue of EUR 13.6 billion, with an operating result (EBITDA) of EUR
1.6 billion; it had just under 52,000 employees worldwide.



Further inquiry note:
DI Peter Fleischer
Head of Investor Relations
Phone: +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
ISIN:         AT0000937503
indexes:      ATX, WBI
stockmarkets: Wien
language:     English
 

Original content of: voestalpine AG, transmitted by news aktuell