Articles of Association

(2) The Company has its registered office in Vienna.

(3) The Company will be established for an indefinite term.

Purpose of business of these group companies is in particular the distribution of as well as the trade in and the industrial production, finishing and processing of steel, in particular stainless steel, welding engineering, forging technology and tape products as well as industrial services.

(2) The Company may establish branches in Austria and abroad, it may acquire interests in companies of any kind in Austria and abroad, acquire, set up and sell such companies as well as engage in any business that is conducive to directly or indirectly furthering the Company's and the group's interests.

(2) ATS 750,000,000 (seven hundred and fifty million Schillings) of the share capital were paid up by an in-kind contribution by VOEST-ALPINE STAHL Aktiengesellschaft, Linz, transferring to the Company its entire interest in Böhler Aktiengesellschaft, Meerbusch, along with all rights and obligations effective as of 1 January 1992, on the basis of the Company's value determined by an expert, the amount contributed totalling ATS 1,000,000,000 (one billion Schillings). ATS 750,000,000 (seven hundred and fifty million Schillings) of this amount contributed were netted with the increased share capital and the residual amount of the contribution, namely ATS 250,000,000 (two hundred and fifty million Schillings), were allocated to the Company's capital reserves.

(3) Within five years after registration of the relevant amendment of the articles of association in the companies register, the Management Board is authorized - with the consent of the Supervisory Board - to increase the Company's share capital by EUR 5,452,500 (five million four hundred and fifty-two thousand five hundred euros), if necessary in several tranches, by issuing up to 2,726,250 (two million seven hundred and twenty-six thousand two hundred and fifty) new bearer share units against cash payment or in-kind contribution, in the latter case in particular through contribution of interests, companies, businesses, or parts of businesses, and to the exclusion of subscription rights. The increase of the share capital by virtue of the authorization, in particular the determination of the issuing amount and the terms of issue, requires the prior consent of the Supervisory Board. The Supervisory Board may adopt amendments of the articles of association resulting from the issue of shares from authorized capital.

(4) The shares are bearer shares.

(5) The share certificates shall be signed with the signatures of two members of the Management Board and of the chairman of the Supervisory Board produced by means of mechanical reproduction.

(2) Deputy members of the Management Board may be appointed; they will be counted for establishing the number referred to in paragraph 1.

(3) The Management Board adopts its resolutions by simple majority of the votes cast.

(4) If a member of the Management Board is appointed chairman of the Management Board, he shall have a casing vote in case of a tie.

(2) Deputy members of the Management Board shall have the same signing power as ordinary members of the Management Board.

(2) The Management Board will issue its own rules of procedure which govern also the assignment of business among the members of the Management Board. These rules of procedure require the approval of the Supervisory Board. If the Management Board cannot reach a unanimous agreement, the Supervisory Board shall adopt the rules of procedure and the assignment of business.

(2) In addition, the Management Board shall regularly, at least quarterly, report to the Supervisory Board about the course of business and the Company's state of affairs compared to budgetary accounting, thereby taking into account future developments (quarterly report).

(3) The chairman of the Supervisory Board shall be immediately notified of any significant event; in addition, the Supervisory Board shall be immediately notified of any circumstances of material significance for the Company's profitability or liquidity (special report).

(4) The reports shall also provide information about the condition of the group as a whole and the major group companies and affiliated companies. The Supervisory Board specifies the companies for which the Management Board shall submit reports.

(5) The annual report and the quarterly reports shall be submitted in writing.

(6) In addition, the Management Board shall submit to the Supervisory Board planning documents for the next planning period and obtain the consent of the Supervisory Board for such planning.

(7) The Supervisory Board may at any time request further reports about any of the Company's affairs from the Management Board.

(2) The members to be elected by the General Meeting shall be deemed elected for the longest period permitted under Section 87 (2) of the Stock Corporation Act, unless they are elected for a shorter period.

(4) If all Supervisory Board members resign, the newly elected members will be elected for the period set forth in paragraph 2.

(6) Each member may resign by giving written notice to the chairman. The resignation will become effective two weeks after receipt of the notice, unless it is to be effective on another date.

(2) If the chairman or a vice-chairman resign during their terms of office, the Supervisory Board shall hold a new election for the resigned member in the next meeting.

(3) Re-elections are permitted.

(2) All affairs the Management Board wants to refer to the General Meeting shall first be presented to the Supervisory Board.

(3) The Supervisory Board is obliged to call a General Meeting if the interests of the Company so require.

(4) The Supervisory Board may adopt amendments of the articles of association that are only editorial in nature.

(2) The meetings of the Supervisory Board will be called in writing, by facsimile, by email or by telephone by the chairman or on his behalf by the Management Board, indicating time, place and agenda.

Meetings will be called with fourteen days' notice between the date of calling and the date of the Supervisory Board meeting, and invitations are sent to the address most recently indicated; the chairman of the Supervisory Board may reduce this time limit in urgent cases. The agenda will be determined by the chairman in consideration of the motions of the Management Board and the motions of the Supervisory Board members.

(3) The required written documents for the individual items of the agenda shall be made timely available.

(4) Unless the chairman complies with a written motion to call the Supervisory Board that was filed by at least two Supervisory Board members or the Management Board, stating purpose and grounds of the meeting, within fourteen days, the parties filing the motion may call the Supervisory Board, thereby disclosing the facts.

(5) The Management Board members will attend all meetings of the Supervisory Board and its committees but have no right to vote, unless the chairman of the meeting determines otherwise.

(6) An incapacitated Supervisory Board member may grant written proxy to another Supervisory Board member to represent him at a single meeting; the represented Supervisory Board member shall not be counted for the purpose of establishing a quorum. The right to chair the meeting may not be transferred.

(7) The meetings of the Supervisory Board shall be recorded in minutes that shall state the main course of the meeting and the resolutions adopted and shall be signed by the chairman of the meeting.

(2) The resolutions will be adopted by simple majority of the votes cast; in case of a tie, the chairman shall have a casting vote.

(3) Provided sufficient written material is available for a decision, the Supervisory Board may adopt a resolution in writing without holding a meeting in urgent cases, provided no member raises any objection.

Provided all Supervisory Board members have been demonstrably informed, more than half of the members, including the chairman, have to cast their votes to adopt a valid resolution. Votes may be given in writing, by facsimile, by phone or in another comparable form.

In case of a tie, the chairman shall have a casting vote.

(4) The Supervisory Board may adopt a valid resolution on an item that is not on agenda only if all members are present or represented and no member objects to the retroactive inclusion of this item in the agenda.

In addition, the General Meeting may fix an annual remuneration. If the position of a Supervisory Board member commences or ends during the business year, this remuneration will be granted on a pro-rata basis.

(2) Notices of the Supervisory Board are given by adding the designation "The Supervisory Board" and the chairman's signature to the company name.

(2) The employees' representatives in the Supervisory Board are entitled to nominate members for Supervisory Board committees with a seat and vote according to the proportion set forth in Section 110 (1) of the Workplace Labour Relations Act. This does not apply to committees dealing with the relationship between the Company and the members of its Management Board.

(3) Detailed provisions on the committees are set forth in the rules of procedure for the Supervisory Board. The Supervisory Board may also adopt separate rules of procedure for the committees.

(2) The General Meeting is convened by the Management Board or the Supervisory Board.

(4) A meeting shall be called by publication in the "Official Gazette attached to Wiener Zeitung" with twenty-one days' notice between the convocation and the date of the General Meeting; if the twenty-first day is a Sunday or a public holiday, the announcement shall be published on the last working day before that day at the latest. Public holidays within the meaning of this provision shall also be Saturdays, Good Friday as well as the twenty-fourth and thirty-first of December.

(2) Moreover, in the cases expressly provided by law and these Articles, the General Meeting shall resolve on the election and removal of Supervisory Board members or on the amendment of the Articles.

(3) The General Meeting may decide on management issues only if the Management Board or – in case of a transaction requiring its consent according to Section 95 (5) of the Stock Corporation Act – the Supervisory Board so requests.

(2) The shares shall be timely deposited such that there are at least three working days between the date of deposit and the date of General Meeting. For the purpose of this provision, Saturdays, Good Friday, the twenty-fourth and thirty-first of December shall not be considered working days.

(3) The shares shall be considered properly deposited if they are blocked with other banks with the consent of a depositary until the end of the General Meeting.

(4) The original or a certified copy of the confirmation on the deposit issued by the depositary shall be filed with the Company no later than one working day after expiry of the deposit term.

(5) If interim certificates have been issued, the shareholders registered in the share ledger are entitled to attend also without depositing their shares, provided they register no later than three working days before the General Meeting.

(6) Every shareholder entitled to vote may be represented by a holder of a written proxy.
The proxies are retained by the Company.

(2) The order in which the items are deliberated is laid down in the scheduled agenda. The chairman may decide to deliberate and vote on these issues in derogation of this order.

(2) Unless a larger majority is required by law, the General Meeting adopts resolutions by simple majority of the votes cast, in cases requiring a majority of the capital, by simple majority of the share capital represented upon resolution.

(2) The Management Board shall annually draw up the balance sheet, the profit and loss account (financial statements) and the management report for the preceding fiscal year and submit them to the Supervisory Board along with a proposal on the appropriation of profits.

(3) The Supervisory Board shall review the financial statements, the proposal on the appropriation of profits, the management report, the consolidated financial statements and the consolidated management report and shall report thereon to the General Meeting.

(4) If the Supervisory Board approves the financial statements, these are deemed adopted, unless the Management Board and the Supervisory Board opt for an adoption by the General Meeting. The General Meeting shall be bound by the adopted financial statements.

(5) Along with the Company's financial statements, the Management Board shall submit to the Supervisory Board consolidated financial statements and a consolidated management report.

(6) The ordinary General Meeting shall resolve annually on the appropriation of net profits. The General Meeting may exclude net profits in whole or in part from appropriation. The changes required to be made to the financial statements in this respect shall be made by the Management Board.

(7) A dividend declared for distribution by the General Meeting shall become due and payable ten days after resolution by the General Meeting, unless the General Meeting resolves otherwise.

(8) Dividends which are not drawn within three years after they have become due and payable shall be forfeited for the benefit of the Company.

(2) Only certified accountants and tax advisers or accounting and tax consulting firms may be appointed as auditors.