EANS-News: voestalpine AG / Report of the Management Board of voestalpine AG in accordance with § 171 (1) in conjunction with § 153 (4) Austrian Joint Stock Corporation Act [AktG]

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Company Information/Management Report - 1,45% capital increase

1. General

In accordance with § 169 Austrian Joint Stock Corporation Act [AktG]
the general meeting of shareholders of voestalpine AG held on July 2,
2014 authorized the Management Board to increase the company's
capital up to EUR 31,330,923.02 on or before June 30, 2019, if
necessary in several tranches, by issuing up to 17,244,916 bearer
shares, in exchange for contributions in kind and/or cash
contributions under exclusion of the subscription rights of
shareholders to be made available to employees, executives and
members of the Management Board of the company or a company
affiliated with the company, under an employee shareholding scheme.
The procedure, the issue price and the terms of the issue as well as
any exclusion of the subscription rights are to be determined by the
Management Board of voestalpine AG in agreement with the Supervisory
Board. The Supervisory Board is authorized to make any changes to the
Articles of Association of the Company resulting from the issue of
shares from authorized capital (see § 4 (2b) of voestalpine AG's
Articles of Association as in force on July 2, 2014). The Management
Board has not exercised this power so far.

2. Resolution of the Management Board

Pursuant to the authorization referred to in section 1 and subject to
the agreement of the Supervisory Board, on March 9, 2015 voestalpine
AG's Management Board resolved to increase the company's capital,
currently totaling EUR 313,309,235.65, by EUR 4,542,052.14 to EUR
317,851,287.79, by issuing 2,500,000 new bearer shares entitled to
participate in dividends as from April 1, 2014 ('Capital Increase').
This constitutes a 1.45% (rounded) increase in the Company's
registered capital. The issue price was fixed at EUR 34.48 per share,
to be fully paid in and in cash. The issue price for the shares
corresponds to the voestalpine AG share's closing average market
price over the 5 trading days prior to the resolution of Management
Board taken on March 9, 2015. Shares from the capital increase may
only be acquired by the shareholder voestalpine
Mitarbeiterbeteiligung Privatstiftung, which is subject to the
obligation to hold these shares in trust pursuant to the provisions
of the voestalpine employee shareholding scheme for the employees and
executives of voestalpine AG or any of its affiliated companies
participating in the voestalpine employee shareholding scheme. The
subscription rights of all other shareholders were excluded.

3. Exclusion of shareholder subscription rights

Employees are the most important assets of any company. Economic
success cannot be achieved without their positive contribution. This
is the reason why as early as 2000, voestalpine launched an employee
shareholding scheme which has subsequently been expanded continually.
Currently voestalpine Mitarbeiterbeteiligung Privatstiftung holds
12.6% of voestalpine AG's capital. Additionally, voestalpine
Mitarbeiterbeteiligung Privatstiftung manages approximately 1.1% of
private shares of present and former employees. Employee
participation in voestalpine means that voestalpine AG has a stable
shareholder. It also strengthens employee loyalty towards the
company, and as shareholders employees profit from its success.
Employee participation in voestalpine is essentially based on the
utilization of portions of the wage and salary increases resulting
from collective bargaining agreements to allocate shares in
voestalpine AG. As a first step in this process, shares are acquired
by voestalpine Mitarbeiterbeteiligung Privatstiftung, which holds
them in its own account. The second stage is the annual allocation of
shares to employees, taking account and making use of tax benefits as
appropriate. The shares allocated to employees are held by
voestalpine Mitarbeiterbeteiligung Privatstiftung for the employees
in custodial accounts specifically opened for the employees. Voting
rights for all shares held by voestalpine Mitarbeiterbeteiligung
Privatstiftung (own account, custodial accounts) are exercised by
voestalpine Mitarbeiterbeteiligung Privatstiftung, with employees
being entitled to receive dividends from shares already allocated to
them. If employees participating in the employee shareholding scheme
leave the voestalpine Group for any reason (e.g. retirement), they
will receive the shares that have been held for them in trust by
voestalpine Mitarbeiterbeteiligung Privatstiftung, to do with as they
wish. The number of voestalpine AG shares held by employees under the
employee participation scheme is therefore not constant but decreases
as a result of staff fluctuations, as happens in every company. The
1.45% (rounded) capital increase is being carried out in order to
ensure that the level of employee participation in voestalpine AG
capital is at least 10% - a basic objective pursued by both the
Management Board and the company's employees. In addition, the
capital increase will (initially) increase employee participation in
voestalpine AG's capital to 13.8% (plus approximately 1.1% of private
shares). This level of participation will decrease in the future, in
line with staff fluctuations in the voestalpine Group, unless
voestalpine Mitarbeiterbeteiligung Privatstiftung acquires additional
voestalpine AG shares under the employee shareholding scheme. Under §
153 (5) of the Austrian Joint Stock Corporation Act [AktG],
preferential issue of a company's shares to employees, executives and
members of the Management Board of the company or any of its
affiliated companies is sufficient grounds for excluding the
subscription rights of shareholders. Furthermore, exclusion is
justified on factual grounds, since (i) for the reasons
set forth above, both the employee shareholding scheme and measures
to safeguard it are in the interests of voestalpine AG, (ii)
exclusion of shareholder subscription rights in connection with the
capital increase is likely to achieve the aim of safeguarding the
voestalpine employee shareholding scheme and there is no other way to
do so in a similarly efficient way without excluding these
shareholder subscription rights, and (iii) exclusion of
shareholder subscription rights is proportionate. As the increase of
capital stock is relatively modest, the Management Board is of the
opinion that the position of minority shareholders will be scarcely,
or only slightly, affected and no new majority positions will arise.
Shareholders will not incur any proprietary disadvantages, since the
amount at which each share will be issued corresponds to the
voestalpine AG share's closing average market price over the 5
trading days prior to the resolution of Management Board taken on
March 9, 2015. Using this average market price will ensure that the
amount at which each share is issued corresponds to the company's
valuation on the stock exchange. In addition there is no substantial
danger of diluting the shareholders' membership rights since the
company's shares are highly liquid and shareholders are able to
acquire the company's shares in the capital markets at any time in
volumes that compensate for their diluted voting rights.

Overall, exclusion of shareholder subscription rights is justified on
factual grounds.

Linz, March 2015

The Management Board

This report of the Management Board is a translation of the German
report called "Bericht des Vorstands der voestalpine AG gemäß § 171
Abs 1 iVm § 153 Abs 4 AktG". In any case the German report shall be
binding. This translation is for information purposes only.

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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company: 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