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Comply or Explain




The C - Rules (Comply or Explain) of the Austrian Corporate Governance Code must be observed, and any deviation must be explained in order to achieve compliance with the Code. BÖHLER-UDDEHOLM AG currently deviates from the points of the Code listed below for the following reasons:
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Rule 38

The Articles of Association of BÖHLER-UDDEHOLM AG provide no age limit for the members of the Management Board. The Supervisory Board of BÖHLER-UDDEHOLM AG does not consider the introduction of age limits to be constructive, and has therefore opted against such limits for the members of the Management Board.
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Rule 41

The Supervisory Board of BÖHLER-UDDEHOLM AG did not set up a nomination committee. The functions of a nomination committee are exercised by the executive committee of the Supervisory Board of BÖHLER-UDDEHOLM AG.
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Rule 43

The Supervisory Board of BÖHLER-UDDEHOLM AG did not set up a compensation committee. The functions of a compensation committee are exercised by the executive committee of the Supervisory Board of BÖHLER-UDDEHOLM  AG.
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Rule 57

The CEO of BÖHLER-UDDEHOLM AG holds at present four positions on supervisory boards of stock corporations not belonging to the Group. One of these mandates is a supervisory board presidency, which counts twice according to the Austrian Code of Corporate Governance and thus exceeds the maximum number of four supervisory board mandates. The presidency on this supervisory board has already been accepted by the chief executive of BÖHLER-UDDEHOLM AG before the Code took effect.

The Supervisory Board of BÖHLER-UDDEHOLM AG does not consider the establishment of age limits to be constructive, and has therefore voted against such limits for the members of the Supervisory Board.

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A company of the voestalpine Group