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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Invitation

We hereby invite our shareholders to the
19th Annual General Meeting of voestalpine AG
to be held on Wednesday, July 6, 2011 at 10.00 a.m.,
at the Design Center Linz, 4020 Linz, Europaplatz 1.

Agenda

1) Presentation of the approved annual financial statement of voestalpine AG,
the management report combined with the group management report, the group´s
consolidated financial statement, the corporate governance report as well as the
report of the Supervisory Board to the Annual General Meeting on the business
year 2010/2011

2) Resolution on the allocation of the balance sheet profit of the business
year 2010/2011

3) Resolution on the discharge of the members of the Management Board for the
business year 2010/2011

4) Resolution on the discharge of the members of the Supervisory Board for the
business year 2010/2011

5) Resolution on the election of the auditor of the annual financial statement
and the group´s consolidated financial statement for the business year 2011/2012

Annual General Meeting Documents
From June 15, 2011 onwards the following documents will be available for
inspection by shareholders at the Company´s offices at its seat in 4020 Linz,
voestalpine-Straße 1, Investor Relations department, Mr. Peter Fleischer:
• 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,
each for the business year 2010/11;
• resolutions on agenda items 2-5.

These documents as well as the complete text of this invitation and the forms
for granting and for revoking a proxy in accordance with Sec. 114 of the
Austrian Stock Corporation Act will be available at the Company´s website
www.voestalpine.com no later than June 15, 2011 and also at the Annual General
Meeting.

Information on shareholders´ rights pursuant to Secs. 109, 110, 118 and 119 of
the Austrian Stock Corporation Act
Shareholders who jointly hold 5% of the share capital and who have been the
holders of these shares for at least three months prior to making such request
are entitled 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, 2011 exclusively
to the address 4020 Linz, voestalpine-Straße 1, attn. Mr. Hubert Possegger, Head
of Legal and Corporate Matters. Shareholders must also indicate proposals for
resolutions regarding each item on the agenda so requested, including a
statement of grounds. In the case of deposited bearer shares a deposit
certificate (Depotbestätigung) pursuant to Sec. 10a of the Austrian Stock
Corporation Act shall be sufficient to evidence that the shareholders making
such requests have held their shares for at least three months prior to making
such requests, and this certificate shall not be older than seven days at the
time of it being submitted to the Company. As regards the other requirements of
the certificate of deposit, please refer to the information on the right to
attend the Annual General Meeting.

Shareholders holding jointly at least 1% of the share capital are entitled to
submit proposals for resolution on any item of the agenda, including a statement
of grounds, in text form (in writing but no signature required) and demand that
such proposals, together with the names of the shareholders concerned and
including the grounds therefore, be made available on the website of the Company
together with a statement by the Management or Supervisory Board, if applicable.
Such request must be delivered to the Company in text form no later than June
27, 2011 either by telefax at +43 (1) 50304 55 5872 or to the address 4020 Linz,
voestalpine-Straße 1, attn. Mr. Hubert Possegger, Head of Legal and Corporate
Matters or by e-mail to [email protected], in which case such
request submitted in text form, such as a pdf file, must be sent as an
attachment to the e-mail. In the case of deposited bearer shares a certificate
of deposit pursuant to Sec. 10a of the Austrian Stock Corporation Act shall be
sufficient to evidence that the shareholders are entitled to exercise their
shareholders´ rights; this certificate shall not be older than seven days at the
time of it being submitted to the Company. As regards the other requirements of
the certificate of deposit, please refer to the information on the right to
attend the Annual General Meeting.

For bearer shares not held in a deposit, a written confirmation by a notary
public, to which the above requirements for a deposit certificate apply, shall
be sufficient.

Each shareholder, additionally, is entitled to present motions regarding any
agenda item at the Annual General Meeting without any notice in advance.

Each shareholder has the right to be informed on any matters pertaining to the
Company if so requested by the shareholder provided that such information is
necessary for a proper opinion regarding a particular agenda item. Information
may be denied if, according to reasonable commercial judgment, it could cause
significant harm to the Company or a Group company, or if the provision of
information would be chargeable.

Questions that require longer preparation should be submitted in text form to
the Management Board in due time before the Annual General Meeting. Such
questions should be submitted to the address 4020 Linz, voestalpine-Straße 1,
Head of Investor Relations, attn. Mr. Peter Fleischer or by e-mail to
[email protected] or by telefax at +43 (1) 50304 55 5581.

Additional information on such rights of shareholders pursuant to Secs. 109,
110, 118 and 119 of the Austrian Stock Corporation Act are available as of now
at the Company´s website www.voestalpine.com.

QUALIFYING DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING
The right to attend the Annual General Meeting and the right to exercise the
voting right and other shareholder rights to be exercised at the Annual General
Meeting in accordance with Sec. 111 Austrian Stock Corporation Act are
conditional on the shareholdings or, if interim certificates have been issued,
on the registration in the register of shareholders of the Company
("Aktienbuch") at the end of June 26, 2011 (record date).

The Annual General Meeting may only be attended by persons who are shareholders
at such record date and who provide evidence of their shareholding to the
Company.

Bearer shares held in a deposit
In the case of bearer shares held in a deposit, a deposit certificate in
accordance with Sec. 10a of the Austrian Stock Corporation Act shall be
sufficient to evidence a shareholder´s shareholding on the record date, which
shall be delivered to the Company no later than July 1, 2011 exclusively at one
of the following addresses.

Per post voestalpine AG
(in written form) Legal and Corporate Matters
attn. Mr. Hubert Possegger
voestalpine-Straße 1
4020 Linz
Per SWIFT GIBAATWGGMS
(Message Type MT598; please indicate ISIN AT0000937503 in the text)
Per fax: +43 (1) 8900 500 - 57
Per e-mail: [email protected];
however, only with a qualified electronic signature in accordance with Sec. 4
para. 1 of the Austrian Digital Signature Act ("Signaturgesetz")

Bearer shares not held in a deposit
For bearer shares not held in a deposit, a written confirmation by an notary
public, which the Company must receive at one of the above mentioned addresses,
only, is sufficient.

For the content of the confirmation by the notary public, the following applies
mutatis mutandis (except the deposit number).

Deposit certificates pursuant to Sec. 10a of the Austrian Stock Corporation Act
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 details:
• details of the issuer:
name/company and address or a code commonly used in dealings between
banks (SWIFT-Code),
• details of the shareholder:
name/company, address, date of birth for individuals, and register and
register number, if applicable, for legal entities,
• information regarding shares: number of the shares held by the
shareholder, ISIN AT0000937503,
• deposit number and/or other designation,
• date to which the deposit certificate refers.

The deposit certificate as evidence of the shareholding must refer to the record
date June 26, 2011 (the end of this day) mentioned above.

The deposit certificate will be accepted in German or English.

By registering for the Annual General Meeting and/or by submitting a deposit
certificate shareholders will not be prevented from transferring their shares.
However, in case of a transfer of shares only such person is allowed to attend
the shareholders´ meeting who was a shareholder at the record date.

Interim certificates
With regard to interim certificates only those shareholders are allowed to
attend the Annual General Meeting whose registration in text form has been
delivered to the Company no later than July 1, 2011 exclusively at one of the
following addresses.

Per post voestalpine AG
(in written form) Legal and Corporate Matters
attn. Mr. Hubert Possegger
voestalpine-Straße 1
4020 Linz
Per fax: +43 (1) 8900 500 - 57
Per e-mail: [email protected];
the registration in text form, for example as pdf file, must be attached to the
e-mail

REPRESENTATION BY PROXY
Each shareholder entitled to attend the Annual General Meeting has the right to
appoint a representative (proxy) who attends the Annual General Meeting on
behalf of such shareholder and has the same rights as the shareholder she/he
represents.

The power of attorney must be granted to a specific person (natural person or
legal entity) in text form; also several persons may be authorised.

The power of attorney must be delivered to the Company exclusively at one of the
following addresses:
Per post voestalpine AG
(in written form) Legal and Corporate Matters
attn. Mr. Hubert Possegger
voestalpine-Straße 1
4020 Linz
Per fax: +43 (1) 8900 500 - 57
Per e-mail: [email protected];
the power of attorney in text form, for example as pdf file, must be attached to
the e-mail
Personally: at the registration at the venue of the Annual General
Meeting

A form for a power of attorney and a form for revoking the power of attorney
will be sent to shareholders upon request and may be downloaded from the
Company´s website at www.voestalpine.com.

Unless the power of attorney is handed over personally at the registration on
the day of the Annual General Meeting, the power of attorney must be delivered
to the Company no later than July 5, 2011 at 4 p.m.

The rules indicated above regarding the granting of a power of attorney apply
mutatis mutandis to its revocation.

As a special service, a representative of the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), 1130 Vienna, Feldmühlgasse 22, is
available to shareholders as an independent representative bound by the
shareholders´ instructions for exercising voting rights at the Annual General
Meeting. For the time being Mr. Wilhelm Rasinger is foreseen to represent the
shareholders at this Annual General Meeting on behalf of IVA. A special form of
power of attorney for Mr. Wilhelm Rasinger may be downloaded at the Company´s
website at www.voestalpine.com. Shareholders may also contact Mr. Wilhelm
Rasinger of IVA directly by calling +43 1 8763343 0, by fax at +43 1 8763343 49
or by e-mail [email protected].
The shareholder must provide Mr. Wilhelm Rasinger with instructions as to how he
(or a sub-proxy authorized by Mr. Wilhelm Rasinger) shall exercise the voting
right. Mr. Wilhelm Rasinger exercises the voting right exclusively on the basis
of the instructions given by the shareholder. Without express instructions Mr.
Wilhelm Rasinger will not exercise the voting right.

Total number of shares and interim certificates
At the date of convening the Annual General Meeting the share capital of the
Company amounts to EUR 307,132,044.75 and is divided into 169,049,163 no-par
bearer shares. Each share grants one vote. At the date of convening the Annual
General Meeting the Company holds 459.422 own shares that do not confer any
rights. The total number of shares entitled to participate and vote at the
Annual General Meeting therefore at the date of convening the Annual General
Meeting amounts to 168.589.741 shares. There are no other types 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 from 9.00 a.m. onwards.

Shareholders who neither received admission cards nor copies of the deposit
certificates are kindly requested to bring a valid official identity document to
the Annual General Meeting.

Partially coverage of Annual General Meeting on the Internet
All shareholders as well as all other interested people may follow the report of
the CEO of the Company at the Annual General Meeting on Wednesday July 6, 2011
live on the Internet as of approx. 10.00 a.m. An image or sound programme
transmission going beyond the report of the CEO will not take place.

Linz, June 2011

The Management Board

Disclaimer
This English invitation is a translation from the German language version and
for convenience purposes only. In the event of conflict with the German language
version, the German language version shall prevail.

Further inquiry note:
DI Peter Fleischer
Head of Investor Relations
Tel.: +43/50304/15-9949
Fax: +43/50304/55-5581
mailto:[email protected]
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: [email protected]
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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