EANS-General Meeting: voestalpine AG / Invitation to the General Meeting

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General meeting information transmitted by euro adhoc. The issuer is
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voestalpine AG
Linz, FN 66209 t
ISIN AT0000937503

Invitation

We hereby invite our shareholders to the
18th Annual General Meeting of voestalpine AG
to be held on Wednesday, July 7, 2010 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 2009/2010 2)
Resolution on the allocation of the balance sheet profit of the
business year 2009/2010 3) Resolution on the discharge of the members
of the Management Board for the business year 2009/2010 4) Resolution
on the discharge of the members of the Supervisory Board for the
business year 2009/2010 5) Resolution on the election of the auditor
of the annual financial statement and the group´s consolidated
financial statement for the business year 2010/2011 6) a) Resolution
on the authorization to purchase own shares in accordance with Sec.
65 para. 1 no. 4 of the Austrian Stock Corporation Act
("Aktiengesetz") for the purpose of issuance to employees, executive
officers and members of the Management Board of the Company or of
Group companies as well as on the authorization to purchase own
shares in accordance with Sec. 65 para. 1 no. 8 of the Austrian Stock
Corporation Act each to the maximum extent of a total of 10% of the
nominal capital by taking into account the limits according to Sec.
65 para. 2 first sentence of the Austrian Stock Corporation Act at a
lowest price of a maximum of 20% below and at a highest price of a
maximum of 10% above the average of the closing rates of the last 3
trading days prior to the purchase of own shares with a maximum
period of validity of 30 months for the acquisition. b) The
Management Board is authorized until June 30, 2015 to determine a
method of selling own shares in a manner other than via the stock
exchange or a public offer, excluding shareholders´ subscription
rights. c) Furthermore, the Management Board is authorized to
decrease the share capital of the Company according to Sec. 65 para.
1 no. 8 last sentence in connection with Sec. 192 of the Austrian
Stock Corporation Act by up to EUR 30,713,203.93 by the redemption of
up to 16,904,916 own shares with no par value without any further
resolution by the Annual General Meeting. The Supervisory Board is
authorized to resolve upon the amendments of the Articles of
Association as a consequence of the redemption of shares. 7)
Resolution on the amendment of the Articles of Association, in
particular to adjust them to legal changes - 2009 Austrian Stock
Corporation Amendment Act ("AktienrechtsÄnderungsgesetz 2009")

Annual General Meeting Documents From June 16, 2010 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 2009/10;
• resolutions on agenda items 2-7, including the Articles of Association
with all proposed amendments highlighted,
• report of the Management Board pursuant to Sec. 65 para. 1b in
connection with Sec. 170 para. 2 and Sec. 153 para. 4 of the Austrian Stock
Corporation Act regarding item 6.

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 16, 2010
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 16, 2010 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 28, 2010 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
hubert.possegger@voestalpine.com, 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 investorrelations@voestalpine.com 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 Due to
amendments of the Austrian Stock Corporation Act stipulated by the
2009 Stock Corporation Amendment Act the provisions of the Articles
of Association regarding the convening of the Annual General Meeting,
depositing shares and the entitlement to participate in and to vote
at the Annual General Meeting are not applicable. 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 27, 2010 (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 2, 2010 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:anmeldung.voestalpine@hauptversammlung.at; 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 27, 2010 mentioned above.

The deposit certificate will be accepted in German or English.

Shareholders will not be blocked by registering for the Annual
General Meeting and/or by submitting a deposit certificate; therefore
shareholders may continue to freely dispose of their shares also
after registering and/or submitting a deposit certificate.

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 2, 2010 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: anmeldung.voestalpine@hauptversammlung.at; 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:anmeldung.voestalpine@hauptversammlung.at; 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 6, 2010
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 rasinger@iva.or.at. 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
and without express instructions the proxy is invalid.

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 637,705 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 168,411,458
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 7, 2010 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 2010

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.

end of announcement euro adhoc
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ots Originaltext: voestalpine AG
Im Internet recherchierbar: http://www.presseportal.de

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

Branche: Metal Goods & Engineering
ISIN: AT0000937503
WKN: 897200
Index: WBI, ATX Prime, ATX
Börsen: Wien / official market