D.18. Equity

Share capital (including disclosures in accordance with Section 241 Austrian Commercial Code (Unternehmensgesetzbuch – UGB))

As of March 31, 2026, the share capital amounts to EUR 324,391,840.99 (March 31, 2025: EUR 324,391,840.99) and is divided into 178,549,163 (March 31, 2025: 178,549,163) no-par value bearer shares. All shares are fully paid in.

Under Article 4 (2a) of the Articles of Association, the Management Board of voestalpine AG is authorized until June 30, 2029, to increase the company’s share capital with the approval of the Supervisory Board by up to EUR 64,878,368.92 by issuing up to 35,709,833 shares (= 20%) in return for cash contributions—if necessary, in several tranches (Authorized Capital 2024/I). The Management Board has not exercised this authorization to date.

Under Article 4 (2b) of the Articles of Association, the Management Board of voestalpine AG is authorized until June 30, 2029, to increase the company’s share capital by up to EUR 32,439,183.55 with the approval of the Supervisory Board by issuing up to 17,854,916 shares (= 10%) in return for contributions in kind and/or in cash for the purpose of issuing shares to employees, executives, and members of the Management Board of the company or an affiliated company—if necessary in several tranches—as well as to exclude shareholders’ subscription right (i) if the capital increase is made in return for contributions in kind, i.e., if shares are issued for the purpose of acquiring companies, operations, or partial operations, or if shares are issued for one or more companies located in Austria or abroad; or (ii) if the capital increase is carried out for the purpose of issuing shares to employees, executives, and members of the Management Board of the company or an affiliated company in the context of an employee shareholding scheme (Authorized Capital 2024/II). The Management Board has not exercised this authorization to date.

Under Article 4 (6) of the Articles of Association, the share capital of the company may be increased by up to EUR 32,439,183.55 through the issuance of up to 17,854,916 new no-par value bearer shares to creditors (i) of financial instruments within the meaning of the resolution of the Annual General Meeting on July 3, 2024, issued in the future by the company or an affiliated company (Section 189a No. 8 of the Austrian Commercial Code UGB) under the authorization granted at this Annual General Meeting and (ii) of the EUR 250 million convertible bond issued in April 2023 (ISIN AT0000A33R11) (hereinafter referred to as the “convertible bond”), which is initially convertible into up to 6,113,740 shares (whereby this number may change through adjustment of the conversion price in accordance with the terms and conditions of the convertible bond during its term).

If the dividend of voestalpine AG exceeds EUR 1.20 per share, the conversion price of the convertible bond is reduced. Due to the dividend of EUR 1.50 per share in July 2023, the conversion price was reduced from EUR 40.8915 to EUR 40.4874 thus enabling conversion into up to 6,174,761 shares, and the reference dividend is adjusted from EUR 1.20 to EUR 1.1881 per share. The adjustment of the conversion price serves to protect against dilution. The equity component of the convertible bond amounts to EUR 18.8 million. Convertible bonds are considered potential ordinary shares and are included in the calculation of diluted earnings per share from the date of issue if they have a dilutive effect on earnings per share. See also Note D.32. Earnings per share.

On December 1, 2025, the Management Board of voestalpine AG decided to use treasury shares for distribution to holders of the convertible bond who exercise the conversion rights granted to them into shares of the company by the end of the term.

On March 2, 2026, the Management Board decided to offer a non-subordinated, unsecured convertible bond with a total nominal value of EUR 35.0 million as a tap issuance to the EUR 250.0 million convertible bond due in April 2028. On March 2, 2026, the Management Board also decided to use treasury shares for issuance to holders of this tap issuance who exercise the conversion rights granted to them into shares of the company by the end of the term, as well as for the EUR 250.0 million convertible bond. The additional tap issuance was issued on April 22, 2026. Further details regarding the additional tranche are provided in Note D.31. Events after the reporting period.

At the Annual General Meeting on July 2, 2025, the Management Board was authorized for a period of 30 months to repurchase treasury shares representing up to 10% of the respective share capital. The buyback price may not be more than 20% less than or 10% higher than the average closing price of the shares on the three trading days prior to the buyback. The Management Board has not exercised this authorization to date.

Capital reserves mainly include the share premium (net of capital funding costs), gains/losses from the sale of treasury shares, the equity component of the convertible bond and share-based compensation.

Reserves for treasury shares include the deducted acquisition cost and/or increases in equity from disposals of treasury shares at cost.

Retained earnings include profit after tax less dividend distributions. When majority interests are increased or decreased, the difference between the acquisition cost of the additional shares and the prorated carrying amount of the non-controlling interests is recognized directly in retained earnings. Actuarial gains and losses from provisions for severance payments and pension obligations are recognized directly and in full in retained earnings in the year in which they are incurred.

The translation reserve serves to cover all foreign currency differences arising from the translation of the financial statements of foreign subsidiaries.

The hedging reserve comprises gains and losses from the effective portion of the cash flow hedges. Cumulative gains or losses from hedged transactions recognized in the reserves are not recognized in the income statement until the hedged transaction also affects profit or loss.

The number of shares outstanding for the periods presented in the Consolidated Financial Statements as of March 31, 2026, developed as follows: