D.17. Equity

Share capital (incl. disclosures in accordance with Section 241 Austrian Commercial Code (Unternehmens­gesetzbuch – UGB))

As of March 31, 2025, the share capital is EUR 324,391,840.99 (March 31, 2024: EUR 324,391,840.99) and is divided into 178,549,163 (March 31, 2024: 178,549,163) no-par value bearer shares. All shares are fully paid in.

Under Article 4 (2a) of the Articles of Association, the Management Board of voestalpine AG is authorized until June 30, 2029, to increase the company’s share capital with the approval of the Supervisory Board by up to EUR 64,878,368.92 by issuing up to 35,709,833 shares (= 20%) in return for cash contributions—if necessary, in several tranches (Authorized Capital 2024/I). The Management Board has not exercised this authorization up until now.

Under Article 4 (2b) of the Articles of Association, the Management Board of voestalpine AG is authorized until June 30, 2029, to increase the company’s share capital by up to EUR 32,439,183.55 with the approval of the Supervisory Board by issuing up to 17,854,916 shares (= 10%) in return for contributions in kind and/or in cash for the purpose of issuing shares to employees, executives, and members of the Management Board of the company or an affiliated company—if necessary in several tranches—as well as to exclude shareholders’ subscription right (i) if the capital increase is made in return for contributions in kind, i.e., if shares are issued for the purpose of acquiring companies, operations, or partial operations, or if shares are issued for one or more companies located in Austria or abroad; or (ii) if the capital increase is carried out for the purpose of issuing shares to employees, executives, and members of the Management Board of the company or an affiliated company in the context of an employee shareholding scheme (Authorized Capital 2024/II). The Management Board has not exercised this authorization up until now.

Under Article 4 (6) of the Articles of Association, the share capital of the company may be increased by up to EUR 32,439,183.55 by issuing up to 17,854,916 new no-par value bearer shares to be granted to creditors (i) of financial instruments within the meaning of the resolution of the Annual General Meeting on July 3, 2024, which are issued in the future by the company or an affiliated company (Section 189a No. 8 of the Austrian Commercial Code UGB) under the authorization granted at this Annual General Meeting and (ii) of the EUR 250 million convertible bond issued in April 2023 (ISIN AT0000A33R11), which is initially convertible into up to 6,113,740 shares (whereby this number may change by adjusting the conversion price in accordance with the terms and conditions of the convertible bonds during their term).

If the dividend of voestalpine AG exceeds EUR 1.20 per share, the conversion price of the convertible bond is reduced. Due to the dividend of EUR 1.50 per share in July 2023, the conversion price was reduced from EUR 40.8915 to EUR 40.4874 and the reference dividend is adjusted from EUR 1.20 to EUR 1.1881 per share. The adjustment of the conversion price serves as protection against dilution. The equity component of the convertible bond amounts to EUR 18.8 million. Convertible bonds are considered potential ordinary shares and are included in the calculation of diluted earnings per share from the date of issue if they have a dilutive effect on earnings per share. As of March 31, 2025 the convertible bond has no dilutive effect on earnings and is therefore not included in the calculation of basic earnings per share. See also Note D.31. Earnings per share.

At the Annual General Meeting on July 5, 2023, the Management Board was authorized for a period of 30 months to repurchase treasury shares representing up to 10% of the respective share capital. The buyback price may not be more than 20% less than or 10% higher than the average closing price of the shares on the three market trading days prior to the buyback. The Management Board has not exercised this authorization up until now.

Capital reserves mainly include the share premium (net of capital funding costs), gains/losses from the sale of treasury shares, the equity component of the convertible bond and share-based compensation.

Reserves for treasury shares include the deducted acquisition cost and/or the increase in equity from disposals of treasury shares at cost.

Retained earnings include the profit after tax less dividend distributions. When majority interests are increased or decreased, the difference between the acquisition cost of the additional shares and the prorated carrying amount of the non-controlling interests is recognized directly in retained earnings. Actuarial gains and losses from provisions for severance payments and pension obligations are recognized directly and in full in retained earnings in the year in which they are incurred.

The translation reserve serves to cover all foreign currency differences arising from the translation of the financial statements of foreign subsidiaries.

The hedging reserve comprises gains and losses from the effective portion of the cash flow hedges. The cumulative gains or losses from hedged transactions recognized in the reserves are not recognized in the income statement until the hedged transaction also affects the earnings.

The number of shares outstanding for the periods presented in the Consolidated Financial Statements as of March 31, 2025, has changed as follows:

Share-based compensation

As part of the practice of granting voestalpine shares to employees in connection with the annual performance bonus shares with a fair value of EUR 4.7 million were removed from equity in the comparative period for this purpose. At the same time, EUR 1.8 million was added to equity. In the business year 2024/25, shares with a fair value of EUR 1.8 million were removed from equity and EUR 0.1 million was added to equity, also relating to the comparative period.