Supervisory Board

Composition of the Supervisory Board

em. o. Univ.-Prof. DDr. h. c. Dr. Rudolf Strasser †

February 9, 1923, to October 28, 2010

Honorary Chairman of the Supervisory Board from July 4, 2001, to October 28, 2010
Member of the Supervisory Board from August 1959 to July 3, 2001

Dr. Joachim Lemppenau

Born 1942

Chairman of the Supervisory Board (since July 1, 2004)
Initial appointment; July 7, 1999
Former Chairman of the Management Board of Volksfürsorge Versicherungsgruppe, Hamburg

KR Mag. Dr. Ludwig Scharinger

Born 1942

Deputy Chairman of the Supervisory Board (since July 1, 2004)
Initial appointment: January 20, 1994
CEO of Raiffeisenlandesbank Oberösterreich AG, Linz
Deputy Chairman of the Supervisory Board of Raiffeisen Bank International AG, Vienna
Member of the Supervisory Board of AMAG Austria Metall AG, Braunau-Ranshofen

Dr. Franz Gasselsberger, MBA

Born 1959

Member of the Supervisory Board
Initial appointment: July 1, 2004
Managing Director of Oberbank AG, Linz
Chairman of the Supervisory Board of Bank für Tirol und Vorarlberg Aktiengesellschaft, Innsbruck
Deputy Chairman of the Supervisory Board of BKS Bank AG, Klagenfurt

Dr. Hans-Peter Hagen

Born 1959

Member of the Supervisory Board
Initial appointment: July 4, 2007
Deputy Managing Director of WIENER STÄDTISCHE Versicherung AG Vienna Insurance Group, Vienna

Dr. Josef Krenner

Born 1952

Member of the Supervisory Board
Initial appointment: July 1, 2004
Head of the Directorate of Finance of the Federal State of Upper Austria, Linz
Member of the Supervisory Board of Lenzing AG, Lenzing

Dr. Michael Kutschera MCJ. (NYU)

Born 1957

Member of the Supervisory Board
Initial appointment: July 1, 2004
Attorney at law; partner at Binder Grösswang Rechtsanwälte GmbH, Vienna

Mag. Dr. Josef Peischer

Born 1946

Member of the Supervisory Board
Initial appointment: July 1, 2004
Director of the Chamber of Workers and Employees for Upper Austria, Linz

Dipl.-Ing. Dr. Michael Schwarzkopf

Born 1961

Member of the Supervisory Board
Initial appointment: July 1, 2004
CEO of Plansee Holding AG, Reutte
Member of the Supervisory Board of Mayr-Melnhof Karton AG, Vienna
Member of the Board of Directors of Molibdenos y Metales S.A., Santiago, Chile

Appointed by the Works Council:

Josef Gritz

Born 1959

Member of the Supervisory Board
Initial appointment: January 1, 2000
Chairman of the Works Council for Wage Earners of voestalpine Stahl Donawitz GmbH & Co KG, Donawitz

Johann Heiligenbrunner

Born 1948

Member of the Supervisory Board
Initial appointment: March 24, 2000
Chairman of the Works Council for Salaried Employees of voestalpine AG, Linz

Johann Prettenhofer

Born 1949

Member of the Supervisory Board
Initial appointment: January 1, 2008
Chairman of the Works Council for Wage Earners of BÖHLER Edelstahl GmbH & Co KG, Kapfenberg

Hans-Karl Schaller

Born 1960

Member of the Supervisory Board
Initial appointment: September 1, 2005
Chairman of the Group Works Council voestalpine AG, Linz
Chairman of the European Works Council of voestalpine AG, Linz

All Supervisory Board positions held by shareholders’ representatives terminate as of the close of the Annual General Meeting of voestalpine AG, which adopts resolutions relative to the business year 2013/14.

None of the members of the Supervisory Board attended fewer than half of the Supervisory Board meetings during the last business year.

Information regarding the independence of the members of the Supervisory Board

All of the members elected to the Supervisory Board by the Annual General Meeting have confirmed that they consider themselves to be independent based on the criteria defined by the Supervisory Board (Rule 53). The criteria for independence defined by the Supervisory Board may be viewed on the website www.voestalpine.com and correspond largely to Appendix 1 of the Corporate Governance Code. Furthermore, with the exception of Dr. Ludwig Scharinger, who represents the shareholder Raiffeisenlandesbank Oberösterreich Invest GmbH & Co OG, and Dr. Josef Peischer, who represents the voestalpine Mitarbeiterbeteiligung Privatstiftung (a private foundation for the Group’s employee shareholding scheme), none of the members elected to the Supervisory Board by the Annual General Meeting are shareholders with an investment of more than 10% or represent the interests of such shareholders (Rule 54).

Committees of the Supervisory Board

The Articles of Association authorize the Supervisory Board to appoint committees from among its ranks and to define their rights and responsibilities. The committees can also be given the right to make decisions. Pursuant to § 110 (1) of the Labor Constitution Act (Arbeitsverfassungsgesetz – ArbVG), the employee representatives on the Supervisory Board have the right to nominate members for Supervisory Board committees who will have a seat and a vote. This does not apply to committees that handle relations between the Company and the members of the Management Board.

The following Supervisory Board committees have been established:

General Committee

The General Committee is both the Nomination and Compensation Committee as defined by the Corporate Governance Code.

As the Nomination Committee, the General Committee submits recommendations to the Supervisory Board regarding filling Management Board positions that become vacant and handles issues regarding succession planning. As the Compensation Committee, the General Committee is also responsible for executing, amending, and dissolving employment agreements with members of the Management Board as well as for all matters associated with the management of Management Board members’ stock option plans. Furthermore, the General Committee has the right to make decisions in urgent cases. It also makes decisions regarding whether members of the Management Board are permitted to take on ancillary activities.

Members of the General Committee of the Supervisory Board:

Audit Committee

The Audit Committee is responsible for reviewing and preparing approval of the annual financial statements, the recommendation for the appropriation of earnings, and the Management Report. It is also this committee’s responsibility to review the Group’s consolidated financial statements and to submit a recommendation for the selection of an auditor and to report to the Supervisory Board in this matter.

Members of the Audit Committee of the Supervisory Board:

Number of Supervisory Board meetings and significant matters raised during Supervisory Board meetings and meetings of the committees during the business year

During the business year 2010/11, the Supervisory Board fulfilled its responsibilities under the law and the Articles of Association, holding five plenary sessions, two meetings of the Audit Committee, and four meetings of the General Committee. In addition to ongoing reports on the Group’s current economic and financial situation, these meetings dealt in particular with issues surrounding the Group’s strategic development, measures involving risk management and securing the Group’s liquidity (including the issue of a corporate bond), as well as appointments to the Management Board (Dipl.-Ing. Franz Rotter, succeeding Dkfm. Dr. Claus J. Raidl as of January 1, 2011, and Dipl.-Ing. Dr. Franz Kainersdorfer succeeding Dipl.-Ing. Josef Mülner as of July 1, 2011). The Audit Committee dealt with the review and preparation of the approval of the Company’s consolidated financial statements and the individual financial statements, preparation of the recommendation for the appointment of an auditor, the Group’s insurances, as well as topics relative to the internal control system, the risk management system, and Internal Auditing. In its function as the Compensation Committee, the General Committee also dealt with questions relative to the compensation of the members of the Management Board, and in its function as the Nomination Committee, it dealt with the preparation of the aforementioned appointments to the Management Board.

In the last meeting of the business year, the Supervisory Board carried out the self-evaluation stipulated under Rule 36 of the Corporate Governance Code and dealt in particular with issues relative to internal organization and the general working methods in the plenary sessions and in the committees.