PUBLICATION OF THE RESOLUTION
TO UTILIZE THE AUTHORISATION TO REPURCHASE SHARES
At the 15th Annual General Meeting on July 4, 2007 the Managing Board of voestalpine AG has been authorised to effect a repurchase of own shares pursuant to Art 65 Para 1 Section 4 and/or Art 65 Para 1 Section 8 Aktiengesetz (Joint Stock Corporation Act) covering up to 10% of the company's share capital. The authorization is valid until December 31, 2008 whereby the lowest price will be a maximum of 20% below and the highest price will be a maximum of 10% above the average of the closing rates of the last 3 trading days prior the purchase of own shares.
The resolution of the Annual General Meeting regarding the authorisation pursuant to Art. 65 Para. 1 Section 4 and Section 8 of the Joint Stock Corporation has been published at July 4, 2007.
The existing repurchase program, which was established by a resolution of the Management Board dated October 10, 2006 on the basis of an authorisation granted by the 14th Annual General Meeting of the Company on July 5, 2006, will expire at December 31, 2007. The Management Board thus resolved at December 11, 2007 to utilize the authorisation granted by the 15th Annual General Meeting of the Company on July 4, 2007 covering up to 10% of the company's share capital, presently corresponding up to 16.443.903 shares, effective form January 2, 2008.
The resolution of the Management Board of voestalpine AG dated December 11, 2007 will be published at December 13, 2007 and reads as follows:
- Date of the Resolution of the Annual General Meeting regarding the authorisation pursuant to Art. 65 Para. 1 Section 4 und Section 8 of the Joint Stock Corporation Act: July 4, 2007.
- Date and method of publication of the Resolution of the General Meeting pursuant to Art. 65 Para. 1a of the Joint Stock Corporation Act: Publication to the media dated July 4, 2007.
- Commencement and anticipated duration of the repurchase program: January 2, 2008 until December 31, 2008.
- Class of shares to which the repurchase program applies: voestalpine AG´s ordinary bearer shares (uniform class of shares).
- Intended volume (in shares) of the repurchase of the company´s own shares: up to 10% of voestalpine AG´s share capital, presently corresponding up to 16.443.903 shares.
- Highest and lowest consideration per share: In accordance with the Resolution of the 15th Annual General Meeting the lowest price will be a maximum of 20% below and the highest price will be a maximum of 10% above the average of the closing rates of the last 3 trading days prior the purchase of own shares.
- Manner and purpose of repurchase of own shares: The repurchase of voestalpine AG´s shares by virtue of this repurchase program shall take place via the Vienna Stock Exchange, exclusively via financial institutions. The purpose of the repurchase of the company’s own shares is to facilitate servicing the employee participation and stock option programs of the voestalpine Group as well as to facilitate servicing of the convertible bonds issued by voestalpine AG on July 15, 2005. voestalpine AG does, however, also reserve the right to utilize the repurchased shares for other purposes (within the meaning of Art. 65 Para. 1 Section 8 Joint Stock Corporation Act), for example for supporting the Group’s growth strategy, or, where appropriate, to redeem the shares. However, trading with own shares for profit-making purposes is excluded.
- Any effect of the repurchase program on the admission of the issuer´s securities to the stock exchange: none.
- Extent of the share options currently being granted within the framework of the Stock Option Plan 2006 of voestalpine AG to leading executive officers or members of the Managing Board of the issuer: Under the Stock Option Program 2006 4.209.795 options for the taking-up of one share each are issued. Details of the 2006 Stock Option Plan of voestalpine AG were published in the Amtsblatt der Wiener Zeitung (Austrian Official Gazette) No. 115 of June 14, 2006.
voestalpine AG shall fulfill its duties of publication pursuant to Arts. 6 and 7 of the VeröffentlichungsV (Publications Regulations) by publishing information on voestalpine AG´s Internet website at www.voestalpine.com under "Investor Relations – voestalpine Shares – Repurchase Program".
Linz, 11th of December 2007
The Managing Board