DJ EQS-AGM: voestalpine AG: Annual General Meeting July 3, 2024

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EQS-News: voestalpine AG / Announcement of the Convening of the General Meeting
voestalpine AG: Annual General Meeting July 3, 2024
2024-06-05 / 11:57 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
This is an English translation of the original German document for convenience purposes only. In case of any
discrepancies between the German and the English version, the German version shall prevail.
voestalpine AG
Linz, FN 66209 t
ISIN AT0000937503
("Company")

Invitation[1] to the Annual General Meeting

We hereby invite our shareholders to the
32nd Annual General Meeting of voestalpine AG
on Wednesday, July 3, 2024, at 10:00 a.m (CEST, local Vienna time),
in the Design Center Linz, 4020 Linz, Europaplatz 1.

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
non-financial report, the consolidated corporate governance report, and the report of the Supervisory Board to the
Annual General Meeting on business year 2023/2024
2. Resolution on the allocation of the balance sheet profit of the business year 2023/2024
3. Resolution on the discharge of the members of the Management Board for business year 2023/2024
4. Resolution on the discharge of the members of the Supervisory Board for business year 2023/2024
5. Resolution on the compensation of the members of the Supervisory Board for the business year 2023/2024
6. Resolution on the election of the auditor for the annual financial statements and group´s consolidated financial
statements as well as the sustainability reporting for business year 2024/2025
7. Election of the Supervisory Board
8. Resolution on the compensation report for the members of the Management Board and the Supervisory Board
9. Resolution on the compensation policy for the members of the Management Board
10. Resolution on the compensation policy for the members of the Supervisory Board
11. Resolution on amendments of the Articles of Association in Sec. 3 "Publications" and Sec. 18 "Annual General
Meeting-Invitation" and amendment of the Articles of Association by adding a new Sec. 19 "Moderated Virtual Annual
General Meeting" and amending the numbering of the subsequent paragraphs of the Articles of Association accordingly
12. Resolution on the creation of new authorized capital of 20% of the share capital against cash contributions while
respecting statutory subscription rights, including indirect subscription rights pursuant to Sec. 153 para. 6 AktG
[Authorized Capital 2024/I], and appropriate amendment of the Articles of Association in Sec. 4 (Share Capital and
Shares) para. 2a
13. Resolution on the creation of new authorized capital of 10% of the share capital against contributions in kind and/
or for issuance to employees, officers, and members of the Management Board of the Company or a company affiliated with
the Company, with authorization to exclude subscription rights [Authorized Capital 2024/II] and to amend the Articles
of Association accordingly in Sec. 4 (Share Capital and Shares), para. 2b
14. Resolution on the authorization of the Management Board to issue financial instruments within the meaning of
Sec. 174 AktG, in particular convertible bonds, income bonds, and profit participation rights, which may also grant the
right to purchase and/or exchange shares in the Company, including with authorization to exclude the right of
shareholders to purchase the financial instruments
15. Resolution on the cancellation of contingent capital in accordance with Sec. 159 para. 2 no. 1 AktG in accordance
with the resolution of the Annual General Meeting of July 3, 2019, conditional increase of the share capital of the
Company in accordance with Sec. 159 para. 2 no. 1 AktG for issuance to creditors of financial instruments to the extent
of 10% of the share capital [Contingent Capital 2024] and amendment of the Articles of Association in Sec. 4 (Share
Capital and Shares) para. 6 accordingly
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON THE COMPANY WEBSITE
In particular, pursuant to Sec. 108 para. 3 and para. 4 AktG, the following documents will be available on the website
of the Company at www.voestalpine.com no later than June 12, 2024:
. Annual financial statements and management report
. Consolidated non-financial 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
for business year 2023/2024 in each case
. Proposed resolutions for agenda items 2-15
. Statements pursuant to Sec. 87 para. 2 AktG and CVs for election to the Supervisory Board for agenda
item 7
. Compensation report for members of the Management Board and Supervisory Board
. Compensation policy for the members of the Management Board
. Compensation policy for the members of the Supervisory Board
. Report of the Management Board pursuant to Sec. 170 para. 2 in conjunction with Sec. 153 para. 4 AktG for
agenda item 13
. Report of the Management Board pursuant to Sec. 174 para. 4 in conjunction with Sec. 153 para. 4 AktG for
agenda items 14 and 15
. Articles of Association with the proposed amendments to the Articles in modification mode
. Proxy authorization form
. Proxy authorization form and instructions to the independent voting proxy
. Proxy cancellation form
. Complete text of this invitation
. General data protection notice for attendees of the Annual General Meeting of voestalpine AG
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 23, 2024 (12:00 a.m.
[midnight], CEST, local Vienna time) (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 AktG to the Company no later than June 28, 2024 (12:00 a.m.[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 regular mail or voestalpine AG
courier service c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel, Austria
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 Sec. 19 para. 3 of the Articles
of Association
By e-mail anmeldung.voestalpine@hauptversammlung.at
(Please use PDF format for deposit certificates)
By fax +43 (0)1 8900 500 50
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 Sec. 10a AktG
The deposit certificate 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 (Sec. 10a para. 2 AktG):
. Information on the issuer: company name and address or a code commonly used in dealings between banks
(SWIFT Code)
. 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 (internationally
used security identification number)
. Depot number, securities account number, or other identification
. Date or period referred to in the deposit certificate
The deposit certificate 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 23, 2024 (12:00 a.m.[midnight],
CEST, local Vienna time).
The deposit certificate will be accepted in German or English.
Identification
voestalpine AG reserves the right to verify the identity of persons attending the meeting. Entry may be denied if a
person's identity cannot be verified.
Therefore, for identification purposes, shareholders and their proxies are asked to be ready to show a valid official
photo identification when registering for the Annual General Meeting.
Persons attending the Annual General Meeting as proxies are asked to bring the power of attorney with them in addition
to their official photo ID. If the original of the proxy authorization has already been sent to the Company, entry will
be facilitated if a copy of the proxy authorization is brought along.
If you represent a legal person in the Annual General Meeting as member of an executive body, please provide proof, in
addition to the official photo identification, that you are entitled to represent the legal person individually
(Commercial Register extract, as well as a proxy authorization with an authorized corporate signature in the case of
collective representation).
Guests
The Annual General Meeting is the key governing body of a stock corporation as it is the forum for the Company's
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owners-the shareholders. We therefore hope you will appreciate that we cannot turn an Annual 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).
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
whom he or she represents.
Proxy authorization must be granted to a specific person (natural person or legal entity) in text form (Sec. 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 courier service
voestalpine AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel, Austria
By fax +43 (0)1 8900 500 50
By e-mail anmeldung.voestalpine@hauptversammlung.at
(Please use PDF format for proxy authorizations)
The proxies must be received by the Company no later than July 2, 2024, 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 exit check at the
Annual General Meeting on the day of the Annual General Meeting.
A form for the appointment (or revocation) of a proxy can be downloaded from the Company's website at
www.voestalpine.com no later than June 12, 2024. 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 (Sec. 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.
After revoking a proxy authorization, shareholders may also attend the Annual General Meeting and exercise their
shareholder rights in person. Personal attendance is considered to serve as a revocation of the proxy authorization.
The rules indicated above with respect to proxy authorization apply similarly to proxy cancellation.
It is not mandatory for shareholders who wish to appoint a representative to appoint the independent voting proxy from
the "Interessenverband für Anleger" (Austrian Association of Investors, IVA), referred to in point V, Florian
Beckermann, Board Member of the IVA, as their representative.
V. OPTION TO APPOINT AN INDEPENDENT VOTING PROXY AND PROCEDURE TO BE FOLLOWED
As a special service, a representative from IVA, 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. Florian Beckermann, member of the Management Board of IVA, to represent
shareholders at this Annual General Meeting.
A special proxy authorization form may be downloaded from the Company's website at www.voestalpine.com and may only be
delivered to the Company (by fax, e-mail, regular mail, or courier service) at one of the addresses for the delivery of
proxy authorizations indicated above (see IV. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED).
Furthermore, direct contact is possible at:
Florian Beckermann
Tel. +43 (0)1 8763343-30
E-mail: beckermann.voestalpine@hauptversammlung.at.
The proxies must be received by the Company no later than July 2, 2024, at 4:00 p.m. (CEST, local Vienna time), at one
of the addresses listed above or under point IV (= POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED),
unless they are submitted at the entry or exit check at the Annual General Meeting on the day of the Annual General
Meeting.
The shareholder must issue instructions to the voting proxy as to how the latter (or a sub-proxy authorized by him/her)
must exercise the voting rights. The independent voting proxy may only exercise voting rights based on the instructions
issued by the shareholder and only within the limits of the voting instructions regarding the individual items of the
agenda issued by the shareholder. Without express instructions, there is no assurance that the voting proxy can
exercise voting rights. Please note that the voting proxy will not accept instructions to request to speak, raise
objections to resolutions at the Annual General Meeting, ask questions, or make motions.
After revoking a proxy authorization, shareholders may also attend the Annual General Meeting and exercise their
shareholder rights in person. Personal attendance is considered to serve as a revocation of the proxy authorization.
The rules indicated above with respect to proxy authorization apply similarly to proxy revocation.
VI. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109, 110, 118, AND 119 OF THE AUSTRIAN
STOCK CORPORATION ACT (AKTG)
1. Additions to the agenda pursuant to Sec. 109 AktG
Shareholders who collectively hold 5% of the share capital and owned the shares for at least three months before making
the request can make a written demand for additional items to be placed on the agenda of this Annual General Meeting
and announced if the written request is sent exclusively to the following address: 4020 Linz, voestalpine-Strasse 1,
attn. Mr. Christian Kaufmann, Legal, M&A, and Compliance, by regular mail or courier service, or an e-mail with a
qualified electronic signature is sent to the e-mail address christian.kaufmann@voestalpine.com, or a SWIFT message is
sent to the address GIBAATWGGMS and is received by the Company no later than June 12, 2024 (12:00 a.m. [midnight],
CEST, local Vienna time). "Written" means with a hand-written signature or an authorized corporate signature from each
requester or, for e-mails, with a qualified electronic signature, or if sent by SWIFT, with message type MT598 or
MT599. ISIN AT0000937503 must be included in the text.
A proposed resolution and an explanatory statement must be attached to every requested agenda item. The agenda item and
the proposed resolution, but not the explanatory statement, must be drafted in the German language. If there is an
inconsistency between the German text and the text in another language, the German text takes precedence. Shareholder
status must be proven by submitting a deposit certificate in accordance with Sec. 10a AktG, which confirms that the
requesting shareholders owned the shares for at least three months before making the request. The certificate may not
be more than seven days old at the time of its submission to the Company. Multiple deposit certificates for shares that
only make up a 5% equity holding when aggregated must relate to the same point in time (date, time of day).
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 of this invitation).
2. Resolutions proposed for the agenda pursuant to Sec. 110 AktG
Shareholders who collectively hold 1% of the share capital can send proposed resolutions (with explanatory statements)
for any item on the agenda in text form and request that these proposals be made available on the Company website
registered in the Commercial Register, together with the names of the respective shareholders, the attached explanatory
statement, and any comments by the Management Board or the Supervisory Board, if the request in text form is sent to
the Company no later than June 24, 2024 (12:00 a.m.[midnight], CEST, local Vienna time) either by fax to +43 (0) 50304
15 5872 or by regular mail or courier service to 4020 Linz, voestalpine-Strasse 1, attn. Dr. Christian Kaufmann, Legal,
M&A, and Compliance, or by e-mail to christian.kaufmann@voestalpine.com, where the request is to be attached to the
e-mail in text form, for example as a PDF. To the extent that text form within the meaning of Sec. 13 para. 2 AktG is
prescribed for declarations, the declaration must be made in a document or in any other manner suitable for permanent
reproduction in characters, the declarant must be identified, and the conclusion of the declaration must be made
evident by reproducing the declarant's signature or otherwise. The proposed resolution, but not the explanatory
statement, must be drafted in the German language. If there is an inconsistency between the German text and the text in
another language, the German text takes precedence.
In the case of a proposal to elect a Supervisory Board member, the statement of the proposed person pursuant to Sec. 87
para. 2 AktG takes the place of the statement of reasons.
Shareholder status shall be proven by submitting a deposit certificate in accordance with Sec. 10a AktG, which may be
no more than seven days old at the time of submission to the Company. Multiple deposit certificates for shares that
only make up a 1% equity holding when aggregated must relate to the same point in time (date, time of day).
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 of this invitation).
3. Information according to Sec. 110 para. 2 sentence 2 in conjunction with Sec. 86 paras. 7 and 9 AktG

With regard to agenda item 7 "New election of the Supervisory Board" and the possible submission of a corresponding
election proposal by shareholders in accordance with Sec. 110 AktG, the Company provides the following information:
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After the last election by the Annual General Meeting, the Supervisory Board of voestalpine AG consists of eight
members elected by the Annual General Meeting (shareholder representatives) and four members delegated by the Works
Council in accordance with Sec. 110 of the Austrian Labor Constitution Act (Arbeitsverfassungsgesetz, ArbVG). Of the
current seven shareholder representatives, four are male and three are female, of the four employee representatives,
three are male and one female. The Supervisory Board currently consists of seven men and four women; therefore, the
minimum proportion requirement according to Sec. 86 para. 7 AktG is met at this time.
voestalpine AG falls within the scope of Sec. 86 para. 7 AktG and has to take the minimum proportion requirement under
Sec. 86 para. 7 AktG into account.
It is noted that an objection according to Sec. 86 para. 9 AktG was not raised by the majority of shareholder
representatives or by the majority of employee representatives, and therefore there is no separate fulfillment, but an
overall fulfillment of the minimum proportion requirement according to Sec. 86 Abs 7 AktG.
According to Sec. 9 para. 1 of the Articles of Association of voestalpine AG, the Supervisory Board consists of three
to eight members elected by the Annual General Meeting as well as the members delegated in accordance with Sec. 110 of
the ArbVG.
If item 7 "Election of the Supervisory Board" includes the shareholder submission of an election proposal, it should be
noted that, if the election proposals are adopted, the Supervisory Board will include at least four women in total.
4. The right of shareholders to obtain information pursuant to Sec. 118 AktG
Every shareholder has the right to request and obtain information on any matters pertaining to the Company during the
Annual General Meeting, 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 detriment to
the Company or an affiliated company, or if provision of the information would be punishable. Information may be also
denied if it was continuously available on the Company's website in question-and-answer form for a minimum of seven
days before the start of the Annual General Meeting.
In accordance with Sec. 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.
Please note that appropriate time limits may be set by the Chairperson during the Annual General Meeting.
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 Company by regular mail or courier service to the address voestalpine-Strasse 1,
4020 Linz, Investor Relations Department, attn. DI (FH) Mr. Peter Fleischer, or by e-mail to IR@voestalpine.com.
5. Motions by shareholders at the Annual General Meeting pursuant to 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. 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 Sec. 119 para. 3 AktG.
However, a shareholder motion regarding agenda item 7 "Election of the Supervisory Board" necessarily requires the
timely transmission of a proposed resolution in accordance with Sec. 110 AktG: Persons may be nominated for the
Supervisory Board by shareholders whose combined shares reach 1% of the share capital. Such election proposals must be
received by the Company in the manner set forth above by June 24, 2024, at the latest. Each election proposal shall be
accompanied by a statement in accordance with Sec. 87 para. 2 AktG regarding the proposed person's technical
qualifications, professional or similar functions, and any circumstances which might give rise to the concern of bias.
If this is not the case, the shareholder's request for the election of a Supervisory Board member may not be taken into
account in the vote.
With regard to information in accordance with Sec. 110 para. 2 sentence 2 in conjunction with Sec. 86 para. 7 and
para. 9 AktG, please see point VI para. 3.
VII. FURTHER DISCLOSURES AND INFORMATION
1. Total number of shares and voting rights
On the date the Annual General Meeting was convened, the Company had share capital of EUR 324,391,840.99 divided into
178,549,163 no-par bearer shares. Each share grants one vote. The company holds 7,098,547 shares. The Company has no
rights with respect to own shares. 8,975 shares were declared invalid in accordance with Sec. 67 para. 2 in conjunction
with Sec. 262 para. 29 AktG, whereof 948 shares have not yet been submitted and credited to a securities account. The
total number of voting shares is therefore 171,449,668 no-par bearer shares at the time of convocation. There are no
other classes of shares.
2. Admission and registration
In order to avoid delays at the entrance checks, shareholders are asked to present themselves at the site of the Annual
General Meeting in due time before its start. Admission for collection of voting cards commences at 9:00 a.m. (CEST,
local Vienna time).
3. 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 3, 2024, live on the Internet at www.voestalpine.com starting at approx. 10:00 a.m.
(CEST, local Vienna time). No video or audio broadcast of any other part of the Annual General Meeting will take place.
4. Data protection
The processing of personal data by voestalpine AG is absolutely necessary for participation in the Annual General
Meeting. Information on the processing of personal data of participants of the Annual General Meeting in accordance
with the General Data Protection Regulation is available at www.voestalpine.com/datenschutz-hv.at
Linz, June 2024
The Management Board

^[1] Only the text of the following notice published in German is legally binding.  
2024-06-05 CET/CEST  
Language:     English 
Company:      voestalpine AG 

voestalpine-Straße 1
4020 Linz
Austria

Phone:        +43 50304/15-9949 
Fax:          +43 50304/55-5581 
E-mail:       IR@voestalpine.com 
Internet:     www.voestalpine.com 
ISIN:         AT0000937503 
WKN:          897200 
Listed:       Vienna Stock Exchange (Official Market) 

End of News EQS News Service
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1918691 2024-06-05 CET/CEST

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