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Significant Resolutions Made at the 17th Annual General Meeting of voestalpine AG

2009-07-01 | 

Linz, 1 July 2009 - In the course of the 17th annual general meeting of voestalpine AG held today (Wednesday), it was decided that a dividend of EUR 1.05 per share is to be paid for the business year 2008/09.

  • Dividend for the business year 2008/09: EUR 1.05 per share.
  • Election of and reduction of number of members of the Supervisory Board.
  • Authorization for the Management Board to increase the company's capital stock and to issue financial instruments in accordance with Section [§] 174 Stock Corporation Act [AktG].

This corresponds to the dividend proposed by the Management Board, with the dividend to be paid from 13th July. In addition, it was also decided to reduce the number of seats on the supervisory board, which necessitated a corresponding amendment to the Articles of Association. A new Supervisory Board was also elected.

As a result, the number of members elected by the annual general meeting has been reduced from the previous number of 10 to 8 persons. As a result of the terms of office of the members of the Supervisory Board expiring at the end of this annual general meeting, a new election to the Supervisory Board took place.

The following persons where elected to the Supervisory Board of voestalpine AG, with their terms of office expiring at the end of the annual general meeting for the business year 2013/14:

  • Dr. Franz Gasselsberger, CEO of Oberbank AG, Linz
  • Dr. Hans-Peter Hagen, Member of the Managing Board of WIENER STAEDTISCHE Versicherung AG, Vienna Insurance Group, Vienna
  • Dr. Josef Krenner, Head of the Directorate of Finance of the Federal State of Upper Austria, Linz
  • Dr. Michael Kutschera, Lawyer; Partner with Binder Grösswang Rechtsanwälte OEG, Vienna
  • Dr. Joachim Lemppenau, Former Chairman of the Management Board of Volksfürsorge Versicherungsgruppe, Hamburg
  • Mag. Dr. Josef Peischer, Director of the Chamber of Workers and Employees for Upper Austria, Linz
  • Mag. Dr. Ludwig Scharinger, CEO of Raiffeisenlandesbank Oberösterreich AG, Linz
  • Dipl.-Ing. Dr. Michael Schwarzkopf, CEO of Plansee Holding AG, Reutte

In addition, the following persons will in future be members of the Supervisory Board, as members delegated by the Works Council:

  • Josef Gritz, Chairman of the Works Council for Wage Earners of voestalpine Stahl Donawitz GmbH & Co KG, Donawitz
  • Johann Heiligenbrunner, Chairman of the Works Council for Salaried Employees of voestalpine AG, Linz
  • Johann Prettenhofer, Chairman of the Works Council for Wage Earners of Böhler Edelstahl GmbH & Co KG, Kapfenberg, and Chairman of the European Works Council of BÖHLER-UDDEHOLM AG, Vienna
  • Hans-Karl Schaller, Chairman of the Group Works Council of voestalpine AG, Linz, and Chairman of the European Works Council of voestalpine AG, Linz

In the constitutive meeting of the Supervisory Board following the annual general meeting,
Dr. Joachim Lemppenau was re-elected Chairman, and Dr. Ludwig Scharinger was re-elected Deputy Chairman of the Supervisory Board.

In addition, the annual general meeting passed the following significant resolutions:

  • Authorized capital and financial instruments in accordance with Section [§] 174 Stock Corporation Act [AktG]: For the purpose of increasing flexibility in respect of financing, the annual general meeting authorized the Management Board, subject to the agreement of the Supervisory Board, to increase the company’s capital stock (authorized capital) within a period of five years by 50%, against cash and non-cash contributions. In addition, the Management Board was authorized, subject to the agreement of the Supervisory Board, to issue, within a period of five years, financial instruments in accordance with Section [§] 174 Stock Corporation Act [AktG], in the form of convertible bonds, participating bonds or participation rights of up to 1 billion EUR, which may include conversion and/or subscription rights for the acquisition of shares of voestalpine AG. For the purpose of servicing financial instruments, including granting of conversion and/or subscription rights for shares in voestalpine AG, the annual general meeting agreed a conditional increase of the company’s capital stock of up to 80 million shares (conditional increase of capital).
  • Amendments to Articles of Association: Apart from amending the Articles of Association, as mentioned earlier, for the purpose of reducing the number of shareholder representatives on the Supervisory Board, the authorization for the Management Board to increase the company’s capital stock (authorized capital) as well as the conditional increase of capital, the general meeting of shareholders also decided that communications from shareholders and/or financial institutions to voestalpine AG are to be provided in the German or the English language. The same shall also apply to deposit certificates. The language to be used in the general