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Etude l' AG du 05/07/2017

Item 4: Since there is no regular vote on Management Board members' remuneration in Austria, we take the opportunity to voice our concerns regarding the remuneration system for Management Board members currently in place at Voestalpine AG within the discharge of the Supervisory Board: The maximum short-term incentive may reach as much as 250% of base salary for the CEO and 200% of base salary for the other Management Board members which exceeds ECGS guidelines according to which the maximum annual bonus should not exceed 150% of base salary. Furthermore, there is no long-term incentive in place. Finally, in financial year 2016/17, the CEO's base salary was increased from EUR 0.97m to EUR 1.10m while the base salary of the other Management Board members was increased from EUR 0.72m to EUR 0.80m respectively without further disclosure. Although we consider the absolute amounts paid to the Company's Management Board members as still acceptable we urge the Company's Supervisory Board to review the remuneration system and bring it in line with international standards. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's General Committe, Dr. Joachim Lemppenau. As the discharge is proposed in a bundled resolution, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.
Item 5: Grant Thornton Unitreu GmbH, Vienna, is proposed as auditor for the current financial year. We have no concerns over the ratio of non-audit/audit fees. However, we note that Grant Thornton has audited the Company since at least the financial year 2004 (no earlier data available) which exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of Grant Thornton as auditor.

voestalpine AG

voestalpine is engaged in the production, processing, and distribution of materials made of steel and in research and development in the areas of metallurgy, metal processing, and materials technology. Co.'s steel division focuses on the production and processing of flat steel products. Co.'s special steel division is involve in tool steel and high-speed steel. Co.'s metal engineering division is engaged in turnout technology, rails and treated wire, and tubes. Co.'s metal forming division is involve in tube products and precision strip steel as well as pre-finished system components. Co.'s other activities include heavy plate production, a foundry, and a number of downstream processes.


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