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Annual General Meeting





Extraordinary General Meeting

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Invitation
to the
Extraordinary General Meeting
of our Company,
to be held at Wiener Börsensäle (Festsaal)
Wipplingerstraße 34
1010 Vienna, Austria
at 11:00 a.m. on Thursday, 20 September 2007,
with the following

Agenda

  1. Election of Supervisory Board members.
  2. Adoption of a resolution to change the balance sheet date from December 31 to March 31 of every year and on a corresponding amendment to § 25 para (1) of the Articles of Association.
  3. Election of the Auditor for the Financial Statements for the short fiscal year from
    1 January 2008 to 31 March 2008.
  4. Adoption of a resolution to amend the following sections of the Articles of Association:
    1. § 3 Announcements
    2. § 10 Supervisory Board, General, para (1): reduce the number of Supervisory Board members to be elected by the Shareholders’ Meeting from ten to six.
    3. § 13 Supervisory Board - Calling, Meetings para (2): allow Meetings to be called by e-mail instead of by telegram.
    4. § 14 Supervisory Board - Quorum, Votes
      aa) Para (1): allow individual Supervisory Board members to cast their votes in writing, by telephone or in other comparable form (remote voting) at Supervisory Board meetings.
      bb) Para (3): to the effect that at circular resolutions of the Supervisory Board votes may not only be cast in writing or by fax but also telephonically or in different comparable manner; deletion of the possibility of casting votes  telegraphically.
    5. § 17 Supervisory Board - Committees para (1): replace the term “Bilanzausschuss” (Balance Sheet Committee) with “Prüfungsausschuss” (Audit Committee) and extend the auditing duties of the Audit Committee also to the Consolidated Financial Statements and the Directors’ Report.
    6. § 20 Shareholders’ Meeting – Scope of Responsibilities para (1): replace the term “Reingewinn” (net profit) with “Bilanzgewinn” (retained earnings).
    7. § 25 Fiscal Year, Financial Statements, Reporting
      aa) Para (3): extend the auditing duties of the Supervisory Board also to the Consolidated Financial Statements and the Directors’ Report.
      bb) Para (6): replace the term “Reingewinn” (net profit) with “Bilanzgewinn” (retained earnings).
    8. § 27 Takeover Offer: delete this provision as it has become obsolete due to an amendment to the Austrian Takeover Act.

Pursuant  to § 21 of the Articles of Association, this Extraordinary General Meeting may be attended by those shareholders who deposit their shares with the Company, an Austrian notary public or with the headquarters of an Austrian bank until the end of the Shareholders’ Meeting, such deposit to be made by Thursday, 13 September 2007 at the latest. The shares are also deemed to have been properly deposited if they are blocked with other banks until the end of the Shareholders’ Meeting with the consent of a depository. The depositories must prove to the Company the deposit no later than one day after expiry of the period for deposit.
Furthermore, it is announced pursuant to § 83 para 2 lit. 1 of the Austrian Stock Exchange Act, that the Company has issued 51,000,000 bearer shares of common stock, each such share carrying one vote. Shareholders having registered in time and in compliance with the procedure described above are entitled, either in person or by a proxy authorized by written proxy form, to attend this Shareholders’ Meeting and to exercise their statutory shareholders’ rights (specifically, the right to ask questions and the voting right).

Vienna, 25 August 2007           The Management Board

This English translation is for convenience. Only the German text is binding.
 

A company of the voestalpine Group