Invalidation Procedure for Physical Shares of voestalpine AG
At April 2013, 50,803 bearer shares certificated by 1,402 physical share certificates with the following denominations were in the personal custody of shareholders.
Although the Gesellschaftsrechtsänderungsgesetz (Austrian Company Law Amendment Act – GesRÄG) 2011 permits the shares of listed companies to remain bearer shares, these shares must be certificated in one, or if necessary more than one, global certificates that are to be deposited with a securities clearing and deposit bank in accordance with § 1(3) of the Depotgesetz (Austrian Safe Custody Act – DepotG) (Oesterreichische Kontrollbank Aktiengesellschaft – OeKB) or an equivalent foreign institution.
Under these provisions, the Company is obligated to replace all outstanding physical share certificates with one global certificate by 31 December 2013 and, if necessary, declare any physical share certificates that have not been submitted to be invalid in accordance with § 67 of the Aktiengesetz (Austrian Stock Corporation Act – AktG) in combination with § 262(29) AktG.
By order of the Linz Regional Court dated 19 April 2013, the intended invalidation was approved. By a call for submissions of share certificates published three times in the Amtsblatt zur Wiener Zeitung (Official Gazette) on 10 July 2013, 13 August 2013 and 17 September 2013, all of the shareholders of voestalpine AG holding bearer shares of common stock in the Company in the form of physical share certificates were asked to submit their share certificates by no later than 23 October 2013 in exchange for which they would be granted shares deposited with a securities clearing and deposit bank.
By resolution dated 4 November 2013, voestalpine AG declared invalid 8,975 bearer shares, certificated by 389 physical share certificates, which were not submitted on or before 23 October 2013. Shareholders may no longer exercise shareholder rights on the basis of physical share certificates which have been invalidated (in particular, they may no longer attend general meetings of shareholders or receive dividends), but they may, of course, continue, as before, to exchange their physical shares for shares deposited with a securities clearing and deposit bank.