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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voestalpine AG
Linz, FN 66209 t
ISIN AT0000937503
voestalpine AG, Linz

The German version of this invitation shall be binding. This English
translation is for information purposes only.

I n v i t a t i o n

to the 22nd Annual General Meeting of the Company, taking place on
Wednesday, July 2, 2014 at 10:00 a.m. in the Design Center Linz,
Europaplatz 1, A-4020 Linz.

A g e n d a :

1) Presentation of the approved annual financial statements of
voestalpine AG, the management report combined with the
group management report,the consolidated financial statements,
the corporate governance report and the report of the
Supervisory Board to the Annual General Meeting on business
year 2013/2014
2) Resolution on the allocation of the balance sheet profit of the
business year 2013/2014
3) Resolution on the discharge of the members of the Management Board
for business year 2013/2014
4) Resolution on the discharge of the members of the Supervisory Board
for business year 2013/2014
5) Resolution on the election of the auditor for the annual financial
statements and consolidated financial statements for business
year 2014/2015
6) Election of the Supervisory Board
7) Resolution on the creation of new Authorised Capital in an amount
equal to 40% of the share capital against cash contributions
with statutory pre-emption rights granted, including indirect
pre-emption rights as provided for in Sec. 153 para. 6 of the
AktG (Austrian Stock Corporation Act) [Authorised Capital 2014/I],
together with corresponding amendments to Sec. 4 (Share Capital and
Shares) para. 2 of the Articles of Association
8) Resolution on the creation of new Authorised Capital in an amount
equal to 10% of the share capital against contributions in kind
and/or for issue to employees, executives and members of the
Management Board of the Company or a company affiliated with the
Company, with authorisation to exclude pre-emption rights
[Authorised Capital 2014/II], together with corresponding amendments
to Sec. 4 (Share Capital and Shares) para. 2 of the Articles of
Association
9) Resolution on authorisation of the Management Board to issue
financial instruments within the meaning of Sec. 174 of the AktG,
in particular convertible bonds, income bonds, participation rights,
which can also convey subscription and/or conversion rights for the
acquisition of shares of the Company, together with authorisation
to exclude shareholder pre-emption rights to subscribe to the
financial instruments
10) Resolution on cancellation of the Authorised Capital in accordance
with Sec. 159 para. 2 no. 1 of the AktG approved by general meeting
resolution of July 1, 2009, and a contingent increase of the share
capital of the Company in accordance with Sec. 159 para. 2 no. 1 of
the AktG in an amount equal to 10% of the share capital for issue to
financial instrument holders [Contingent Capital 2014], together
with corresponding amendments to Sec. 4 (Share Capital and Shares)
para. 6 of the Articles of Association

Annual General Meeting Documents

The following documents will be available on the Company's
website www.voestalpine.com no later than June 11, 2014 and will also be
available
at the Annual General Meeting:
· Annual 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,
in each case for business year 2013/14;
· Resolution proposals for agenda items 2-10
· Report by the Management Board in accordance with Sec. 170 para. 2
of the AktG in combination with Sec. 153 para. 4 of the AktG with
regard to agenda item 8
· Report by the Management Board in accordance with Sec. 174 para. 4
of the AktG in combination with Sec. 153 para. 4 of the AktG with
regard to agenda items 9 and 10
· Articles of Association with proposed amendments in track changes
mode
· Proxy authorisation form
· Proxy cancellation form
· Complete text of this invitation.

Information on shareholder rights under Secs. 109, 110, 118 and 119 of the AktG

Shareholders whose combined holdings represent at least 5 % of the share capital
and who have owned these shares for at least three months prior to making such
request have the right 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 11,
2014 only to the address voestalpine-Strasse 1, 4020 Linz, Attn. Dr. Christian
Kaufmann, Head of Legal and Corporate Matters. Each agenda item requested must
be accompanied by a resolution proposal and a statement of reasons. Proof of
shareholder status must be provided by submitting a deposit certificates in
accordance with Sec. 10a of the AktG that confirms that the requesting
shareholder has owned the shares for at least three months before the request
and must no more than seven days old at the time it is submitted to the Company.
Please refer to the section on the right to attend the Annual General Meeting
for information on the other requirements for the deposit certificate.

Shareholders whose combined holdings represent at least 1 % of the share capital
have the right to submit resolution proposals in in text form (in writing but no
signature required) for any agenda item, together with a statement of reasons,
and request that these proposals, together with the names of the shareholders
concerned, the reasons given and any statement by the Management Board or
Supervisory Board, be made available on the Company's website. Such requests
must be delivered to the Company in text form no later than June 23, 2014 either
by fax to +43 (0) 50304 55 5872 or to the address voestalpine-Strasse 1, 4020
Linz, Attn. Dr. Christian Kaufmann, Head of Legal and Corporate Matters or by e-
mail to christian.kaufmann@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 a nomination of a candidate for election to the Supervisory
Board, instead of a statement of reasons, a statement by the candidate must be
submitted in accordance with Sec. 87 para. 2 of the AktG. Proof of shareholder
status must be provided by submitting a deposit certificate in accordance with
Sec. 10a of the AktG that is no more than seven days old at the time it is
submitted to the Company. Please refer to the section on the right to attend the
Annual General Meeting for information on the other requirements for the deposit
certificate.

Every shareholder has the right to request information on any matters pertaining
to the Company provided that such information is needed to properly evaluate an
agenda item. Information may be denied if, based on the assessment of a prudent
businessman, it could cause significant detriments to the Company or an
affiliated company, or if provision of the information would be punishable.

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 address Investor Relations Department,
voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Peter Fleischer or by e-mail
to IR@voestalpine.com or by fax to +43 (0) 50304 55 5581.

Presenting motions at the Annual General Meeting

Regardless of the number of shares held, every shareholder has the
right to make motions on any agenda item during the Annual General
Meeting. However, a shareholder motion to nominate a candidate for
election to the Supervisory Board requires timely submission of a
resolution proposal in accordance with Sec. 110 of the AktG:
Candidates for election to the Supervisory Board (Agenda Item 6) can
only be nominated by shareholders whose combined holdings represent
at least 1% of the share capital. The Company must receive such
nominations no later than June 23, 2014, in the manner described
above. Each candidate nomination must be accompanied by a statement
in accordance with Sec. 87 para. 2 of the AktG by the candidate on
his or her professional qualifications, professional or comparable
positions held, and all circumstances that could provide reasonable
grounds to suspect partiality.

Additional information on these shareholder rights, which are
provided for in Secs. 109, 110, 118 and 119 of the AktG, is currently
available on the Company's website www.voestalpine.com.

QUALIFYING DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING

Under Sec. 111 of the AktG, the right to attend the Annual General
Meeting, the right to exercise voting rights and other shareholder
rights that can be exercised at the Annual General Meeting are based
on share ownership at the end day on June 22, 2014 (record date).

The Annual General Meeting may only be attended by persons who are
shareholders on the record date and provide proof of this to the
Company.

Proof of share ownership on the record date must be provided by
delivering a deposit certificate in accordance with Sec. 10a of the
AktG to the Company no later than June 27, 2014only to one of the
following addresses.

By mail voestalpine AG
(in written form) Legal and Corporate Matters
Attn. Dr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By fax: +43 (1) 8900 500 - 57
By e-mail: anmeldung.voestalpine@hauptversammlung.at; however, only
with a qualified electronic signature in accordance with
Sec. 4 para. 1 of the SignaturG (Austrian Digital Signature
Act)
By SWIFT: GIBAATWGGMS - Message Type MT598; ISIN AT0000937503 must
be indicated in the text

Deposit certificates in accordance with Sec. 10a of the AktG

The deposit certification must be issued by a custodian financial
institution domiciled in a member state of the European Economic Area
or a full member state

of the OECD and must contain the following information:
· Information on the issuer: name or company name and address or a
code commonly used in dealings between banks (BIC),
· Information on the shareholder: name or company name, address, date
of birth for natural persons, and register and register number, if
applicable,for legal entities,
· Information on the shares: number of shares held by the shareholder,
ISIN AT0000937503,
· Securities account number and/or other designation,
· Date to which the deposit certificate refers.

The deposit certificate providing proof of share ownership must refer to the
record date June 22, 2014 (end of this day) indicated above.

The deposit certificate will be accepted in German or English.

By registering for the Annual General Meeting and/or submitting a
deposit certificate shareholders will not be prevented from freely
disposing of their shares. However, in case of a transfer of shares
only the person who was a shareholder on the record date has the
right to attend the Annual General Meeting.

Declaration of invalidity of physical share certificates

It was reported in the 21st Annual General Meeting of voestalpine AG
that voestalpine AG is required to replace all outstanding bearer
share certificates (physical share certificates) with a global
certificate and deposit this global certificate with
Oesterreischische Kontrollbank AG (OeKB). Based on an approval of
April 19, 2013, by the Regional Court of Linz (Landesgericht Linz),
three notices were published in the Official Gazette of the Wiener
Zeitung newspaper requesting that all shareholders of the Company
holding physical bearer ordinary share certificates submit their
certificates no later than October 23, 2013, and the Management Board
adopted a resolution on November 4, 2013 declaring the physical
bearer share certificates that had not been submitted to be invalid
in accordance with Sec. 67 of the AktG in combination with Sec. 262
para. 29 of the AktG; the notice to this effect was published in the
Official Gazette of the Wiener Zeitung newspaper on November 8, 2013.

The declaration of invalidity rendered these physical share
certificates invalid, which means that their holders do not have the
right to attend the Annual General Meeting of voestalpine AG and
exercise voting rights. Shareholders who still have physical share
certificates can submit the invalid share certificates to UniCredit
Bank Austria AG, Schottengasse 6-8, 1010 Vienna, as receiving agent,
or their custodian financial institution during normal business hours
with a request for a credit to their securities account equal to the
number of shares submitted. To ensure they have the right to attend
the upcoming Annual General Meeting, shareholders must do this early
enough that the securities account credit is performed no later than
the qualification date, June 22, 2014.

REPRESENTATION BY PROXY

Every shareholder who has the right to attend the Annual General
Meeting has the right to appoint a proxy who can attend the Annual
General Meeting on behalf of the shareholder and has the same rights
as the shareholder she/he represents.

Proxy authorisation must be granted to a specific person (natural
person or legal entity) in text form; more than one person may also
be authorised.

The proxy authorisation must be delivered to the Company only to one
of the following addresses:

By post voestalpine AG
Legal and Corporate Matters
Attn. Dr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By fax: +43 (1) 8900 500 - 57
By e-mail: anmeldung.voestalpine@hauptversammlung.at; the proxy
authorisation in text form, for example as pdf file,
must be attached to the e-mail
By SWIFT: GIBAATWGGMS - Message Type MT598; ISIN AT0000937503 must
be indicated in the text
In person: During registration at the location of the Annual General
Meeting

Proxy authorisation and proxy cancellation forms will be sent upon request and
may be downloaded from the Company's website at www.voestalpine.com.

Unless the proxy authorisation is handed over in person during registration on
the date of the Annual General Meeting, it must be delivered to the Company no
later than 4 p.m on July 1, 2014.

The rules indicated above with respect to proxy authorisation apply similarly to
proxy cancellation.

As a special service, a representative from the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), 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 Dr.
Wilhelm Rasinger to represent shareholders at this Annual General
Meeting. A special proxy form for authorising Dr. Wilhelm Rasinger
may be downloaded from the Company's website atwww.voestalpine.com
and must be delivered to the Company only to one of the addresses
indicated above for delivery of proxy authorisations. Shareholders
may also contact Dr. Wilhelm Rasinger directly at IVA by phone +43 1
8763343 0, fax +43 1 8763343 39 or e-mail rasinger@iva.or.at.
Shareholder must provide Dr. Wilhelm Rasinger with instructions on
how he (or a sub-proxy authorised by Dr. Wilhelm Rasinger) is to
exercise their voting rights. Dr. Wilhelm Rasinger only exercises
voting rights based on the instructions given by the shareholder.
Without explicit instructions, Dr. Wilhelm Rasinger will not exercise
voting rights based on the proxy authorisation.

Total number of shares

On the date the Annual General Meeting was convened, the Company had
share capital of EUR 313,309,235.65 divided into 172,449,163 no-par
bearer shares. Each share grants one vote. On the date the Annual
General Meeting was convened, the Company held 28,597 treasury shares
that do not confer any rights. 8,975 shares were declared invalid in
accordance with Sec. 67 para. 2 in combination with Sec. 262 para. 29
of the AktG whereof 8,675 shares have not been submitted and credited
to securities accounts on the date the Annual General Meeting was
convened. Therefore, on the date the Annual General Meeting was
convened there were a total of 172,411,891 shares giving their owners
the right to attend and vote at the Annual General Meeting. There are
no other classes 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 starting at
9:00 a.m.

Shareholders who did not receive admission cards or copies of the
deposit certificates from their custodian financial institution are
requested to bring valid official photo identification to the Annual
General Meeting.

Internet broadcast of part of the Annual General Meeting Shareholders
of the Company and interested members of the public may follow the
speech by the Chairman of the Management Board at the Annual General
Meeting on July 2, 2014 live on the Internet atwww.voestalpine.com
starting at approx. 10:00 a.m. No video or audio broadcast of any
other part of the Annual General Meeting will take place.

Linz, June 2014
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:peter.fleischer@voestalpine.com
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: IR@voestalpine.com
WWW: www.voestalpine.com
sector: Metal Goods & Engineering
ISIN: AT0000937503
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien
language: English