Consolidated Corporate Governance Report 2024/25¹

COMMITMENT TO THE CODE OF CORPORATE GOVERNANCE

The Austrian Code of Corporate Governance (the “Code”) provides domestic stock corporations with a framework for managing and monitoring their companies. 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; and 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 2023.

• The Code can be accessed 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 decided as early as 2003 to recognize the Austrian Code of Corporate Governance and have implemented all the amendments introduced up to 2023 within the reporting period. voestalpine AG is thus committed to complying with the Austrian Code of Corporate Governance in the version dated January 2023. The C Rules and R Rules of the Code as amended in January 2025 will be implemented starting in business year 2025/26.

In the business year 2024/25, voestalpine AG complied with the Code’s mandatory L Rules in addition to all C Rules—with the exception of C Rule 39, from which it deviated—and all R Rules.²

Under the Code’s provisions, any non-compliance with its C Rules (Comply or Explain) must be explained and justified. By explaining the following deviation, therefore, voestalpine AG is complying with the Code.

Rule 39:

Pursuant to C Rule 39, the majority of committee members shall satisfy the independence criteria stipulated by the Supervisory Board in accordance with C Rule 53. In addition to one employee representative, the General and the Compensation Committee comprise two members elected by the Annual General Meeting. Following his election as the Chairman of the Supervisory Board of voestalpine AG effective April 1, 2022, and pursuant to the Supervisory Board’s internal rules of procedure, Dr. Wolfgang Eder also assumed the chairmanship of both the General Committee (which simultaneously serves as the Nomination Committee) and the Compensation Committee. Owing to his prior position as the Chairman of voestalpine AG’s Management Board until July 3, 2019, Dr. Eder does not fulfill one of the Supervisory Board’s criteria of independence pursuant to Rule 53. Given this appointment, therefore, the two Committees are deviating from Rule C 39 of the Code, because the majority of the Committee members elected by the Annual General Meeting is not independent as required under the independence criteria stipulated by the Supervisory Board. By electing Dr. Eder as Chairman of the Supervisory Board and thus also Chairman of the General and Compensation Committee, the Supervisory Board is relying—in the company’s interest with regard to these key responsibilities—on his many years of experience in both the industry and management as well as his insights into the Group. As of August 2024, Dr. Eder will satisfy absolutely all of the independence criteria established by the Supervisory Board, with the result that full compliance with C Rule 39 will once again be assured from that date onward.

EXTERNAL EVALUATION OF COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

The Code of Corporate Governance requires 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 2024/25 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 2024/25 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 by the law firm WOLF THEISS Rechtsanwälte GmbH & Co KG. This review confirmed that, in the business year 2024/25, voestalpine AG complied with Rules 77 through 83 of the Code to the extent that they are C-Rules.

The external review report may be viewed on the company’s website: www.voestalpine.com.

Linz, May 26, 2025

The Management Board

¹ This report contains disclosures required in accordance with the Corporate Sustainability Reporting Directive (CSRD) and European Sustainability Reporting Standards (ESRS) concerning the composition, professional qualification, and experience of the management body (GOV-1 G1—Business conduct).

² The Code of Corporate Governance 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.