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Voestalpine AG (A Joint Stock Corporation Under the Laws of Austria, Registered Number FN 66209T) As Issuer

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Voestalpine AG (A Joint Stock Corporation Under the Laws of Austria, Registered Number FN 66209T) As Issuer voestalpine AG (a joint stock corporation under the laws of Austria, registered number FN 66209t) as Issuer EUR 1,000,000,000 debt issuance programme (the “Programme”) This document constitutes a base prospectus (the “Prospectus”) of voestalpine AG (the “Company” or the “Issuer”, and, together with its consolidated subsidiaries, “voestalpine”, the “voestalpine Group” or the “Group”) for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and the council of November 4, 2003 (as amended or superseded) (the “Prospectus Directive”) and section 7 para 4 Austrian Capital Market Act (Kapitalmarktgesetz; the “Capital Market Act”) in respect of non-equity securities within the meaning of Article 22 no. 6 (4) of Commission Regulation 2004/809/EC of April 29, 2004 as amended. Under the Programme, the Issuer may from time to time issue direct, unsecured, unconditional and unsubordinated notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as specified in the applicable Final Terms, defined below), save that the minimum denomination of the Notes will be EUR 500 (or nearly equivalent in another currency at the time of the issue of the Notes). The total aggregate nominal amount of all Notes from time to time outstanding under the Programme may not at any time exceed EUR 1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement (as defined below). Notes will be issued in tranches (each a “Tranche” or “Tranches of Notes”), each Tranche consisting of Notes which are identical in all respects. One or more Tranches, which are expressed to be consolidated and form a single series and are identical in all respects, but may have different issue dates, interest commencement dates, reoffer prices, issue prices and dates for first interest payments may form a series (“Series”) of Notes. Further Notes may be issued as part of an existing Series. The terms and conditions applicable to each particular Tranche of Notes (the “Conditions”) will be constituted by the terms and conditions of the Notes (the “Terms and Conditions”) as completed by the provisions of the final terms. The specific terms of each Tranche will be determined at the time of offering of such Tranche based on then prevailing market conditions and will be set forth in the applicable final terms (the “Final Terms”) (the form of which is contained herein). Each Series will be represented by a global note, without interest coupons. Notes issued under the Programme are subject to Austrian law. Product governance in accordance with the Directive 2014/65/EU of the European Parliament and of the Council of May 15, 2014, as amended (Markets in Financial Instruments Directive II – “MiFID II”): Solely for the purpose of the product approval process by the manufacturer the Final Terms in respect of any Notes include a legend entitled “MiFID II product governance”, setting out the manufacturer’s target market assessment indicating whether or not (i) the target market for the Notes in addition to eligible counterparties and professional clients also comprises retail clients (each as defined in MiFID II); (ii) all channels of distribution of the Notes to eligible counterparties and professional clients are appropriate; and (iii) the following channels of distribution of the Notes to retail clients are appropriate: investment advice, portfolio management, non-advised sales and pure execution services, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending Notes (each a “Distributor”) should take into consideration the manufacturer’s target market assessment; however a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (either through adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. An investment in the Notes carries a high degree of risk. Prospective investors should be aware that, if certain risks, in particular those described in the chapter “Risk Factors” beginning on page 17 materialize, the investors may lose all or a very substantial part of their investment. The Notes should be bought and traded only by persons knowledgeable in investment matters. Each investor should consult its own professional investment, legal, tax and other relevant advisors in connection with the subscription of Notes. Application will be made for the Programme to be admitted to the Official Market (Amtlicher Handel) of the Vienna Stock Exchange. Application may be made for the Notes to be admitted to the Official Market (Amtlicher Handel) of the Vienna Stock Exchange or the Regulated Market of the Luxembourg Stock Exchange (Bourse de Luxembourg) or to be included in trading on a multilateral trading facility within the meaning of Article 4(22) of MiFID II. However, Notes may also be issued under the Programme which are not admitted to trading on any stock exchange as indicated in the respective Final Terms. This Prospectus has been approved by the Austrian Financial Market Authority (Österreichische Finanzmarktaufsichtsbehörde; “FMA”) in its capacity as competent authority under the Capital Market Act. The accuracy of the information contained in this Prospectus does not fall within the scope of examination by the FMA under applicable Austrian law. The FMA examines the Prospectus only in respect of its completeness, coherence and comprehensibility pursuant to section 8a of the Capital Market Act. The Issuer applied for a notification of this Prospectus to the German financial market authority (Bundesanstalt für Finanzdienstleistungsaufsicht or “BaFin”). Offers to the public in Germany will only be made following FMA’s delivery to BaFin of, inter alia, a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Prospectus was drawn up in accordance with the Prospectus Directive. The Issuer may from time to time arrange for a notification into other jurisdictions under section 8b para 3 of the Capital Market Act. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or solicitation is unlawful. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes may be subject to certain requirements under U.S. tax law. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”) and the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder). Arranger UniCredit Bank Austria AG The date of this Prospectus is March 21, 2019 This Prospectus has been prepared in accordance with the Prospectus Directive and Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, in particular its Annexes IV, V, XX, XXII and XXX, the Capital Market Act, and the Austrian Stock Exchange Act (Börsegesetz or the “Stock Exchange Act”). This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Financial statements – documents incorporated by reference”) and, in relation to any Series of Notes, together with the relevant Final Terms. This Prospectus should be read and construed on the basis that such documents are incorporated and form part of the Prospectus. PRIIPS / IMPORTANT – EEA RETAIL INVESTORS: If the Final Terms in respect of any Notes include a legend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4 (1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU of the European Parliament and of the Council of January 20, 2016, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4 (1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of November 26, 2014, as amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. BENCHMARK REGULATION – STATEMENT IN RELATION TO ADMINISTRATOR’S REGISTRATION: Interest amounts payable under floating rate Notes issued under the Programme are calculated by reference to (i) the Euro Interbank Offered Rate (“EURIBOR”) which is provided by the European Money Markets Institute (“EMMI”) or (ii) the London Interbank Offered Rate (“LIBOR”) which is provided by ICE Benchmark Administration Limited (“IBA”). As at the date of this Prospectus, IBA does and EMMI does not appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article 36 of the Regulation (EU) 2016/1011 of the European Parliament and of the Council of June 8, 2016 (the “Benchmark Regulation”). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that EMMI is not currently required to obtain authorization or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
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