EQS-AGM: voestalpine AG: Invitation to the Annual General Meeting

EQS-News: voestalpine AG / Announcement of the Convening of the General
Meeting
voestalpine AG: Invitation to the Annual General Meeting

03.06.2026 / 11:55 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by
[1]EQS News – a service of [2]EQS Group.
The issuer is solely responsible for the content of this announcement.

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voestalpine AG

Linz, FN 66209 t

ISIN AT0000937503

(“Company”)

 

Invitation [3][1] to the Annual General Meeting

 

We hereby invite our shareholders to the

34^th Annual General Meeting of voestalpine AG

on Wednesday, July 1, 2026, 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 (including
the consolidated sustainability report), the consolidated corporate
governance report, and the report of the Supervisory Board to the Annual
General Meeting on business year 2025/2026

2. Resolution on the allocation of the balance sheet profit for the
business year 2025/2026

3. Resolution on the discharge of the members of the Management Board for
business year 2025/2026

4. Resolution on the discharge of the members of the Supervisory Board for
business year 2025/2026

5. Resolution on the compensation of the members of the Supervisory Board
for the business year 2025/2026

6. Resolution on the choice of auditor for the annual financial statements
and the consolidated financial statements and resolution on the choice of
auditor for the consolidated sustainability report, each to be drawn up
for the business year 2026/2027

7. Resolution on the compensation report for the members of the Management
Board and the Supervisory Board

 

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
[4] www.voestalpine.com no later than June 10, 2026:

• Annual financial statements and management report
• Consolidated corporate governance report
• Consolidated financial statements and group management report
(including the consolidated sustainability report
• Proposal with respect to the distribution of profits
• Report of the Supervisory Board

for business year 2025/2026 in each case

• Proposed resolutions for agenda items 2–7
• Compensation report for members of the Management Board and
Supervisory Board
• 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 21, 2026 (12:00 a.m.[midnight], CEST, local Vienna time) (record date
to provide proof of shareholding).

A person is only eligible to participate and exercise his/her shareholder
rights 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 26, 2026 (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 ISO 15022 CPTGDE5WXXX

 (Message Type MT598 or MT599,

 ISIN AT0000937503 must be indicated in the text)

 Per SWIFT ISO 20022 ou=xxx,o=cptgde5w,o=swift

 seev.003.001.10 oder seev.004.001.10 (ggf. seev.004.001.11)

 A detailed description is available for download under
[5] www.voestalpine.com

 

(ii) for transmission of the deposit certificate in text form, which is
permitted under Sec. 20 para. 3 of the Articles of Association

 By e-Mail [6]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 21,
2026 (12:00 a.m.[midnight], CEST, local Vienna time).

The deposit certificate will be accepted in German or English.

Proof of identity

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.

If you are attending the Annual General Meeting as a proxy, you are asked
to bring with you the power of attorney in addition to an official photo
ID. If the original of the proxy authorization has already been sent to
the Company, your entry will be facilitated by presenting a copy of the
proxy authorization.

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
ID, that you are entitled to represent the legal person individually
(Commercial Register extract, or in the case of collective representation
a proxy authorization bearing the signature of a person entered into the
Commercial Register as authorized to sign).

Guests

The Annual 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 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: [7]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 SWIFT ISO 15022 CPTGDE5WXXX

 (Message Type MT598 or MT599,

 ISIN AT0000937503 must be indicated in the text)

 Per SWIFT ISO 20022 ou=xxx,o=cptgde5w,o=swift

 seev.003.001.10 oder seev.004.001.10 (ggf. seev.004.001.11)

 A detailed description is available for download under
www.voestalpine.com

 

 

By fax +43 (0)1 8900 500 50

By e-mail [8]anmeldung.voestalpine@hauptversammlung.at

 (Please use PDF format for proxy authorizations)

 

The proxies must be received by the Company no later than June 30, 2026,
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 [9] www.voestalpine.com no later than
June 10, 2026. 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, and whose costs will be covered by the
company. 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 [10]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

E-mail: [11]beckermann.voestalpine@hauptversammlung.at.

The proxies must be received by the Company no later than June 30, 2026,
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 [12]christian.kaufmann@voestalpine.com, or a
SWIFT message is sent to the address CPTGDE5WXXX and is received by the
Company no later than June 10, 2026 (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 22, 2026 (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 [13]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.

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. 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. 21 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.

Forms for submitting requests for information at the Annual General
Meeting will be provided at the upcoming Annual General Meeting. Each
shareholder is requested to write their questions legibly on the request
form, or to attach written questions to the request form, and to indicate
whether they would prefer to read out their questions themselves or to
have them read out. Shareholders who have submitted request forms and
indicated that they would like to read out their questions will be called
upon to do so during the general debate, and can use the microphone set up
in the hall for this purpose. The remaining questions will be read out.

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 [14]IR@voestalpine.com.

 4. 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.

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 1, 2026, live on the Internet at [15]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
[16]www.voestalpine.com/datenschutz-hv.at

 

 

Linz, June 2026 The Management Board  

[17]^[1] Only the text of the following notice published in German is
legally binding.

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03.06.2026 CET/CEST
View original content: [18]EQS News

══════════════════════════════════════════════════════════════════════════

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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