The Austrian Code of Corporate Governance (the Code) provides Austrian stock corporations with a framework for the management and control of enterprises. The management board and the supervisory board of AMAG Austria Metall AG recognize this set of rules for the responsible management and guidance of companies in Austria.

The Basis

The Code is based on the provisions of Austrian stock corporation act, the stock exchange and the capital markets act, the EU recommendations on the tasks of supervisory board members and on the remuneration of directors as well as on the principles set out in the OECD Principles of Corporate Governance. The Code was first presented by the Austrian Working Group for Corporate Governance in October 2002 and has been amended several times since, most recently in January 2023. Companies voluntarily undertake to adhere to the Code.

The purpose of the Code 

The Code aims to establish a system of management and control of companies and groups that is accountable and is geared to creating sustainable, long-term value. The Code is designed to increase the degree of transparency for all stakeholders.

Compliance with the Code

The code comprises 83 rules. Among these rules there is a large number of so-called "L-Rules" which refer to existing mandatory legal requirements (Legal Requirement). The majority of the rules are so-called "C-Rules" which refer to standards of good corporate management common in international business practice inter alia. C-Rules are to be followed in general, any deviation must be explained and the reasons for the deviation stated (Comply or Explain). Moreover, there are so-called "R-Rules" the nature of which is just a recommendation (Recommendations); non-compliance with such rules requires neither disclosure nor explanation.

The Code, which requires a voluntary commitment, was recognised and implemented by the Management Board and Supervisory Board of AMAG Austria Metall AG in the financial year 2023. AMAG Austria Metall AG is therefore committed to adhering to the Austrian Corporate Governance Code in ints latest version. AMAG Austria Metall AG adheres to all “L rules” as well as “C rules”.

Link to the Code of Corporate Governance of January 2023

Corporate Governance Report

 Reports:

• Corporate Governance Report 2023
• Corporate Governance Report 2022
• Corporate Governance Report 2021
• Corporate Governance Report 2020
• Corporate Governance Report 2019
• Corporate Governance Report 2018
• Corporate Governance Report 2017
• Corporate Governance Report 2016

External evaluation

The Corporate Governance Code stipulates regular external evaluation of company compliance with the Code. This was performed for “C-Rules” by the Group auditor as part of the audit of the 2023 financial statements. As part of the audit, the auditors found that the statement that AMAG Austria Metall AG issued relating to compliance with the Corporate Governance Code in the version dated January 2021 corresponds to actual circumstances. The next external evaluation is planned for the 2026 financial year.

Evaluation report Corporate Governance 2023 _{(only in German)}

Remuneration Policy and Remuneration Report

The Remuneration Policy was adopted in the course of the 11th Annual General Meeting on April 20, 2022.
It defines the principles which are used for determining the remuneration of the management board and the supervisory board of AMAG Austria Metall AG (AMAG).

Remuneration Policy of AMAG Austria Metall AG
 

The Remuneration Report aims to provide a comprehensive overview of the remuneration owed or granted to current and former members of the Management Board and the Supervisory Board during the respective financial year, including all benefits in any form. The statutory requirements of the Stock Corporation Act (Sections 78c et seq. AktG) form the legal basis in this context.

• Remuneration Report 2023
• Remuneration Report 2022
• Remuneration Report 2021
• Remuneration Report 2020

ARTICLES OF ASSOCIATION

Articles of association of AMAG Austria Metall AG - 11.04.2024

SHAREHOLDING NOTIFICATIONS

Pursuant to Articles 130 et seq. of the Austrian Stock Exchange Act 2018 (BörseG 2018), persons who acquire shares, financial instruments or other comparable instruments relating to issuers and thereby touch certain percentage thresholds have to submit a participation notification to the Austrian Financial Market Authority (FMA), the issuer and (if the securities are admitted on a regulated market of the exchange operating company) to the exchange operating company immediately after the threshold has been touched, but no later than after two trading days.

Please send your participation notification to the issuer AMAG Austria Metall AG, Mr. Christoph Gabriel, Head of Investor Relations and Issuer Compliance, christoph.gabriel@~@amag.at.

• Announcement acc. with sec. 135 para. 2 - Raiffeisenlandesbank Oberösterreich AG - 19.10.2021
• Announcement acc. with sec. 135 para. 2 - B&C Privatstiftung - 28.10.2020
• Announcement acc. with sec. 135 para. 2 - B&C Privatstiftung - 20.10.2020
• Announcement acc. with sec. 135 para. 2 - B&C Privatstiftung - 16.10.2020
• Announcement acc. with sec. 135 para. 2 - B&C Privatstiftung - 16.06.2020

Further Shareholding Notifications

DIRECTOR'S DEALINGS

Disclosures since July 2016:

Disclosures before July 2016

Link to Austrian Financial Market Authority (only in German):