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PROXY REPORT 04/07/2018

Item 4: Since there is no vote on Management Board members' remuneration in Austria, we take the opportunity to voice our concerns regarding the remuneration system currently in place at Voestalpine AG which we consider has several shortcomings: 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. Furthermore, there is no long-term incentive (LTI) in place. Finally with regard to pension benefits, as of financial year 2017/18 in the case of re-appointment of a Management Board member, the respective defined contribution plan may be linked to the option to raise the given pension to a specific level upon retirement at the discretion of the General Committee of the Supervisory Board. A procedure which resulted in past service costs of EUR 1.49m in financial year 2017/18. Although we consider the absolute amounts paid to the Management Board members as still acceptable, we urge the 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, however, 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 the financial year 1995/96 which exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of Grant Thornton as auditor.