Corporate Governance Report

Commitment to the Austrian Corporate Governance Code

The Austrian Corporate Governance Code provides domestic stock corporations with a framework for managing and monitoring their company. The Code aims to establish a system of management and control of companies and groups that is accountable and geared to creating sustainable long-term value. It is designed to increase the degree of transparency for all stakeholders of a company.

The Code is based on the provisions of Austrian stock corporation, stock exchange, and capital market law, the EU recommendations regarding the responsibilities of members of Supervisory Boards and the compensation of company directors, as well as the OECD Principles of Corporate Governance. Since 2002, the Code has undergone a number of revisions. The present Corporate Governance Report is based on the most recent amendment of the Code, which was adopted in January 2010. The Code can be accessed by the public at www.corporate-governance.at.

The Code achieves validity when companies voluntarily undertake to adhere to it. The Management Board and the Supervisory Board of voestalpine AG recognized the Corporate Governance Code in 2003 and have also accepted and implemented the amendments introduced since that date. voestalpine AG has thus committed itself to comply with the most recent version, as amended, of the Austrian Corporate Governance Code.

In addition to the mandatory “L rules,”¹ the Company also complies with all of the “C rules” of the Code.

Referring to Rule 49 of the Code, it is herewith stipulated that the law firm Binder Grösswang Rechtsanwälte GmbH, where Supervisory Board member Dr. Michael Kutschera is a partner, provided legal advisory services as legal counsel of voestalpine AG in the reporting period 2010/11 on matters associated with the minority shareholder squeeze-out procedure related to BÖHLER-UDDEHOLM Aktiengesellschaft, on the issuance of a bond (early 2011), and on matters under stock exchange law. Fees for these matters are invoiced at the general hourly rates of the law firm of Binder Grösswang Rechtsanwälte GmbH applicable at the time. Total net fees of EUR 59,410.84 were incurred for services provided by the law firm of Binder Grösswang Rechtsanwälte GmbH in the business year 2010/11.

Code of Conduct

In the business year 2009/10, the Management Board also decided to introduce a voestalpine Code of Conduct in addition to the Corporate Governance Code; this Code can be downloaded at the Company website. This Code of Conduct applies to all employees of the Group and provides the basis for ethical and legally correct conduct in the voestalpine Group. Currently, the voestalpine Group is working on an overall update and expansion of basic compliance principles; appropriate decisions for their implementation are planned for the business year 2011/12.