AMAG Austria Metall AG: Invitation to the 4th Annual General Meeting of AMAG Austria Metall AG

Ranshofen (pta007/19.03.2015/09:00 UTC+1) We would like to hereby invite our shareholders to the fourth Annual General Meeting to be held on Thursday, 16 April 2015 at 11:00 a.m. in the Schlossmuseum Linz, Schlossberg 1, A-4010 Linz.

Agenda:

1. Presentation of the approved annual financial statements as of 31 December 2014, including the report of the Management Board and the Corporate Governance report, as well as the consolidated financial statements as of 31 December 2014 and the consolidated management report along with the report of the Supervisory Board pursuant to Section 96 of the Austrian Stock Corporation Act (Aktiengesetz, AktG) for the financial year 2014.
2. Resolution on the distribution of the net profit as shown in the annual financial statements as of 31 December 2014.
3. Resolution on the discharge of the members of the Management Board for the financial year 2014.
4. Resolution on the discharge of the members of the Supervisory Board for the financial year 2014.
5. Resolution on the remuneration of the Supervisory Board members for the financial year 2014.
6. Appointment of the auditor and the group auditor for the financial year 2015.
7. Elections to the Supervisory Board.
8. Resolution on
a) the revocation of the existing authorization for the issue of convertible bonds provided by the resolution of the shareholders' meeting of 21 March 2011; and at the same time on
b) the authorization of the Management Board to issue, with the consent of the Supervisory Board, pursuant to Section 174 para. 2 of the Austrian Stock Corporation Act convertible bonds with exchange rights and/or subscription rights for ordinary bearer shares of the company attaching to them, also to the full or partial exclusion of the existing shareholders' subscription rights (the 2015 Convertible Bond Issue).
9. Resolution on
a) the revocation of the contingent capital according to Article 4 para. 6 of the Articles of Association as amended, currently existing in the amount of EUR 15,000,000 (fifteen million euros) under a contingent capital increase which may be completed through the issue of a maximum of 15,000,000 (fifteen million) new voting no-par bearer shares on the conditions stipulated in the authorization provided according to Article 4 para. 6 of the Articles of Association; and at the same time on
b) the contingent increase of the company share capital in accordance with Section 159 para. 2 item 1 of the Austrian Stock Corporation Act through the issue of a maximum of 17,500,000 (seventeen million five hundred thousand) ordinary no-par bearer shares to creditors holding convertible bonds amounting to a share capital portion of up to EUR 17,500,000 (seventeen million five hundred thousand euros), such increase to be carried out with the consent of the Supervisory Board, also to the full or partial exclusion of the existing shareholders' subscription rights (the 2015 Contingent Capital); and at the same time on
c) the authorization of the Supervisory Board to agree upon amendments to the Articles of Association which result from the issue of shares from the 2015 Contingent Capital; and at the same time on
d) the corresponding amendments to Article 4 (Share capital) of the Articles of Association.
10. Resolution on
a) the revocation of the approved capital granted according to Article 4 para. 5 of the Articles of Association as amended, currently existing in the amount of EUR 9,736,000 (nine million seven hundred and thirty-six thousand euros) under a capital increase which may be completed through the issue of a maximum of 9,736,000 (nine million seven hundred and thirty-six thousand) voting ordinary no-par bearer shares on the conditions stipulated in the authorization provided according to Article 4 para. 5 of the Articles of Association; and at the same time on
b) the authorization of the Management Board to increase, with the consent of the Supervisory Board, the share capital of the company by up to EUR 17,500,000 (seventeen million five hundred thousand euros) within a period of five years following the entry of the corresponding amendment to the Articles of Association in the commercial register, through the issue of up to 17,500,000 (seventeen million five hundred thousand) ordinary no-par bearer shares in exchange for cash or payments in kind, also to the full or partial exclusion of the existing shareholders' subscription rights, (the 2015 Approved Capital) and to determine in agreement with the Supervisory Board the issue amount, which may not be less than the prior pro rata amount of the no-par shares in share capital, and other issue conditions; and at the same time on
c) the authorization of the Supervisory Board to agree upon amendments to the Articles of Association, which result from the issue of shares from the 2015 Approved Capital; and at the same time on
d) the corresponding amendments to Article 4 (Share capital) of the Articles of Association.
11. Resolution on
a) the authorization of the Management Board, which shall be valid for not more than 30 months as from the day of adopting the resolution, to acquire, with the consent of the Supervisory Board, treasury stock (eigene Aktien) pursuant to Section 65 para. 1 item 8 of the Austrian Stock Corporation Act amounting to up to 10% of the share capital, as well as on the determination of the buyback conditions and on the authorization of the Management Board to redeem shares without any further resolution on the part of the shareholders' meeting; and on the same time on
b) the authorization of the Management Board to resolve that treasury stock of the company may be sold in legally permitted ways other than through the stock exchange or by a public offer, also to the exclusion of the shareholders' repurchase right, and to determine the selling conditions, all without any further resolution on the part of the shareholders' meeting; and on the same time on
c) the authorization of the Supervisory Board to agree upon amendments to the Articles of Association which result from the redemption of shares.
12. Resolution on the amendment to Article 4 para. 7 of the Articles of Association regarding the resolution on the 2015 Conditional Capital and the 2015 Approved Capital.
13. Resolution on the amendment to Article 19 para. 4 of the Articles of Association.

Documents for the General Meeting:

The following documents will be available as from the 21st day before the General Meeting, thus as from 26 March 2015, on the website of the Company at www.amag.at under "Annual General Meeting 2015":

a. Financial statements for the financial year 2014 including report of the Management Board
b. Corporate governance report for the financial year 2014
c. Consolidated financial statements including the consolidated management report for the financial year 2014
d. Report of the Supervisory Board for the financial year 2014
e. Draft resolutions of the Management Board and the Supervisory Board concerning items 2 (Proposal for the appropriation of profits), 3, 4, 5, 8, 9, 10, 11, 12, 13 of the agenda, as well as the draft resolution of the Supervisory Board concerning item 6 of the agenda and the draft resolution of the Supervisory Board concerning item 7 of the agenda
f. Statements by the persons proposed for election to the Supervisory Board as to their expertise, their professional or similar functions and regarding the absence of any circumstances that could give rise to concerns of partiality, and their CVs (Section 87 para. 2 of the Austrian Stock Corporation Act)
g. Reports of the Management Board on the exclusion of the subscription rights concerning (i) agenda items 8 and 9, (ii) agenda item 10 and (iii) agenda item 11
h. Restated Articles of Association

The forms for granting and revoking power of attorney pursuant to Section 114 of the Austrian Stock Corporation Act as well as this invitation will also be available on the website of the Company (www.amag.at).

Note referring to the rights of shareholders pursuant to Sections 109, 110 and 118 of the Austrian Stock Corporation Act:

Shareholders whose aggregate shareholding equals 5% or more of the Company's share capital may request in writing that additional items be put on the agenda of the next General Meeting, and that these be made public, provided, however, that these shareholders have held their shares for a period of at least three months prior to making such request. Any such request to add another item to the agenda must be accompanied by a draft resolution together with a statement of reasons. In addition, such shareholder request shall only be considered if it is received by the Company no later than the 21st day before the General Meeting, thus no later than 26 March 2015.

Furthermore, shareholders whose aggregate shareholding equals 1% or more of the Company's share capital may propose draft resolutions in text form (Section 13 para. of the Austrian Stock Corporation Act) in respect of each item on the agenda for the next General Meeting, and may request that these proposals together with the names of the shareholders, the accompanying statement of reasons for such proposal and the comments by the Management Board or the Supervisory Board, if any, be made available on the Company's website. Such a request will only be considered if it is received by the Company no later than the 7th working day before the General Meeting, thus no later than 7 April 2015. If candidates are proposed for nomination for election to the Supervisory Board, each proposal has to include statements as to their expertise, their professional or similar functions, and all circumstances that could give rise to concerns of partiality.
Regarding all the other agenda items, each shareholder can put forward proposals even directly at the General Meeting, without any prior notification.
Every shareholder attending the General Meeting is entitled, upon request, to be provided with information on matters concerning the Company's affairs, to the extent that this information is required to enable the shareholder to properly evaluate the relevant item on the agenda. The obligation to provide information also extends to the Company's legal and business relations to affiliated companies and to the state of the group and the consolidated companies.
The request for information may be refused if, according to reasonable business judgment, it is likely that the disclosure of such information causes a significant disadvantage to the Company or any of its affiliates or if the disclosure of that information would constitute a criminal offence. Information may also be refused as far as it was available, without interruption, on the website of the Company in the form of question and answer for a period of at least seven days prior to the beginning of the General Meeting.
In order to ensure the smooth and proper conduct of the General Meeting in the interest of all shareholders, please submit to the Company in writing in due time prior to the General Meeting any questions requiring more time to prepare an answer.
Shareholders' rights that require the possession of shares for a specified period of time can only be exercised if proof of share ownership for the relevant period has been provided; a share deposit confirmation according to Section 10a of the Austrian Stock Corporation Act will suffice.
Proposals for additional agenda items, draft resolutions and questions shall be sent to the Company, exclusively to one of the following addresses:
By mail: AMAG Austria Metall AG
c/o Felix Demmelhuber
PO Box 3
A-5282 Ranshofen

By fax: +43 (0) 7722 801 8 2203

By e-mail: felix.demmelhuber@amag.at

Record date and requirements for participation in the General Meeting:

The right to participate in the General Meeting and to exercise shareholder rights in the course of the General Meeting depends on the shares held at the end of the tenth day before the day of the General Meeting (Record Date), thus the shares held on 6 April 2015 at 12:00 p.m. (CET). Participation in the General Meeting is limited to persons who own shares on the Record Date, and supply proof of such ownership to the Company.
In case of bearer shares held in safekeeping, submission of a share deposit confirmation pursuant to Section 10a of the Austrian Stock Corporation Act shall suffice as proof of shareholding on the Record Date. Such confirmation of shareholding must be received by the Company no later than the third working day before the General Meeting, thus no later than 13 April 2015, 12:00 p.m. (CET) at one of the following addresses:

By mail: AMAG Austria Metall AG
c/o Felix Demmelhuber
PO Box 3
A-5282 Ranshofen

By fax: +43 (0) 1 8900 500 91

By e-mail: anmeldung.amag@hauptversammlung.at (in which case the document must be attached to the e-mail as a PDF-file)
By SWIFT: GIBAATWGGMS - Message Type MT598; please specify ISIN AT00000AMAG3 in the text

Share deposit confirmations are to be issued by the credit institution managing the securities account based in a Member State of the European Economic Area or in a full member state of the OECD, and must at least contain the following information pursuant to Section 10a para. 2 of the Austrian Stock Corporation Act:
1. Information on the issuing credit institution: name (corporate name) and address;
2. Information on the shareholder: name (corporate name), address, plus date of birth for natural persons, or register and registration number in the country of origin for legal entities;
3. Securities account number, or if applicable any other manner of identification;
4. Information on the shares: number of shares held by the shareholder, ISIN AT00000AMAG3;
5. The share deposit confirmations must explicitly refer to the shares held in safekeeping as of 6 April 2015, 12:00 p.m. (CET).
In case the share deposit confirmation shall serve as proof of current shareholder status, it must not be older than seven days at the time it is submitted to the Company. Share deposit confirmations in German or in English will be accepted. The share deposit confirmations evidencing the shareholding required for participation in the General Meeting must refer to the above-mentioned Record Date, i.e., 6 April 2015.
Pursuant to Section 262 para. 20 of the Austrian Stock Corporation Act, share deposit confirmations and statements pursuant to Section 114 para. 1 fourth sentence of the Austrian Stock Corporation Act transmitted via a specifically secured communication network of credit institutions whose participants can be clearly identified will be accepted as SWIFT messages sent to the Company's above-mentioned SWIFT address in accordance with Section 10a para. 3 second sentence of the Austrian Stock Corporation Act.

Possibility to appoint a proxy pursuant to Sections 113 et seq. of the Austrian Stock Corporation Act:
Each shareholder entitled to attend the General Meeting is entitled to appoint a natural person or legal entity as a proxy who shall attend the General Meeting in the shareholder's name and shall have the same rights as the shareholder he/she is representing. The power of attorney must be granted to a specific person in text form, and the shareholder is not limited as to the eligibility and number of persons who can be appointed as proxies. The Company itself or a member of the Supervisory Board or Management Board may exercise voting rights as a proxy only insofar as the shareholder has issued express instructions relating to the exercise of voting rights with respect to individual agenda items. If a shareholder has granted power of attorney to the credit institution managing the shareholder's securities account (Section 10a of the Austrian Stock Corporation Act), it will suffice if such institution, in addition to issuing a share deposit confirmation, declares that it has been granted power of attorney.
The power of attorney can be granted using the proxy form made available on the website of the Company www.amag.at under "Annual General Meeting 2015", which also permits granting limited power of attorney. The power of attorney must be received by the Company no later than 15 April 2015 at 3:00 p.m., exclusively at one of the above-mentioned addresses and will be stored by the Company. On the day of the General Meeting the power of attorney can be delivered in person when registering for the General Meeting at the designated meeting place.
The aforementioned requirements for granting power of attorney shall, by analogy, apply to the revocation of such power.

Proxy voting:
A special service is available for shareholders. A representative of the Austrian shareholder association IVA, Feldmühlgasse 22, A-1130 Vienna, will serve as an independent proxy bound to comply with instructions from the shareholder in exercising the shareholder's voting rights at the General Meeting; for this purpose a special proxy form is available for downloading on the website of the Company at www.amag.at under "Annual General Meeting 2015". In addition, it is possible for the shareholders to directly contact Dr. Michael Knap, deputy president of IVA, by phone at +43 (0)1 8763343-30, by fax at +43 (0)1 8763343-39 or by e-mail at michael.knap@iva.or.at.

Total number of shares and votes:
Pursuant to Section 106 (9) of the Austrian Stock Corporation Act it is hereby announced that, on the day the General Meeting is convened, the Company's share capital is divided into 35,264,000 non-par value bearer shares. Each share grants one vote. On the day the General Meeting is convened, the Company holds no treasury shares. The Company cannot derive any rights from treasury shares. On the day the General Meeting is convened, there are in total 35,264,000 shares whose holders are eligible to attend and vote at the meeting.

Admission:
Admission to the General Meeting starts at 10:30 a.m. The shareholders and proxies will be asked, upon entering the venue of the General Meeting, to identify themselves by presenting official photo identification (passport, driver's licence or ID card). Please consider the expected number of participants and the customary security precautions and arrive at the venue in good time.

Approach
Please note that no public parking is available in the area of the Schlossmuseum. Information on how to approach the venue of the meeting is provided on the company website at www.amag.at under "Annual General Meeting 2015".

Ranshofen, March 2015

The Management Board

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Emitter:	AMAG Austria Metall AG Lamprechtshausenerstraße 61 5282 Ranshofen Austria
Contact Person:	Dipl.Kfm. Felix Demmelhuber
Phone:	+43 7722 801 2203
E-Mail:	investorrelations@amag.at
Website:	www.amag.at
ISIN(s):	AT00000AMAG3 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)