Consolidated Corporate Governance Report 2020/21

      Commitment to the Austrian Corporate Governance Code

      The Austrian Corporate Governance Code (“Code”) provides Austrian stock corporations with a framework for managing and monitoring their com­pany. It serves to establish a system for managing and controlling companies and groups that is accountable and geared to creating sustainable, long-term value. This is designed to ensure a high 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 directors; as well as the OECD Principles of Corporate Gov­ernance. The Code has undergone a number of revisions since 2002. The present Corporate Governance Report is based on the Code’s most recent amendment, which was adopted in January 2021.

      It achieves validity when companies voluntarily undertake to adhere to it. The Management Board and the Supervisory Board of voestalpine AG decided as early as in 2003 to recognize the Corporate Governance Code, and they have also accepted and implemented the amendments ­introduced since that date. voestalpine AG thus commits itself to comply with the Austrian Corporate Governance Code as amended.

      In addition to the mandatory “L Rules,” the company also complies with all of the “C Rules” and “R Rules” of the Code.1

      External evaluation of compliance with the Corporate Covernance Code

      The Austrian Corporate Governance Code provides for a regular external evaluation of the company’s compliance with the Code. This evaluation was carried out by the Group’s auditor as part of the audit of the 2020/21 financial statements. The review did not bring to light any facts and circumstances that would cause us to assume that the company’s Consolidated Corporate Governance Report does not comply with material aspects of the Code. Compliance with the Code’s C rules pertaining to the auditor (Rules 77 through 83) was reviewed and confirmed by the law firm, WOLF Theiss Rechtsanwälte GmbH & Co KG.

      The External Review Reports may be viewed on the company’s website,

      Linz, Austria, May 20, 2021

      The Management Board

      Herbert Eibensteiner

      Franz Rotter

      Franz Kainersdorfer

      Peter Schwab

      Robert Ottel

      Hubert Zajicek

      1 The Austrian Corporate Governance Code contains the following rules: “L Rules” (= Legal) are measures prescribed by law; non-compliance with the “C Rules” (= Comply or Explain) must be justified; “R Rules” (= Recommendations) are recommendations.

      This report is a translation of the original German-language report, which is solely valid.