Combined offerings by OIAG of voestalpine AG shares and bonds exchangeable
into voestalpine AG shares priced
19.09.2003

The secondary equity offering of voestalpine AG shares (the ?Equity Offering?) and the offering of bonds exchangeable into voestalpine AG shares (the ?Exchangeable Bonds Offering?) by OIAG have been priced.

Equity Offering

Following a 6 day bookbuilding period, the offer price of the Equity Offering has been set at EUR 32.50 per share on September 18, 2003. The Equity Offering, a public offering to retail and institutional investors in Austria and an international private placement to institutional investors, including a private placement to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended, the “Securities Act”) in the United States, consisted of 7,780,758 voestalpine AG shares (representing approx. 20% of the outstanding share capital of the company).

Of these shares, approx. 19.3% were allocated to the private foundation of voestalpine employees at a discounted price of EUR 28.28 per share. Approx. 29.1% were allocated to Austrian institutional investors. Approx. 16.8% were allocated to retail investors. The remaining shares were distributed broadly to international institutional investors.

The Equity Offering was managed by JPMorgan and Erste Bank as Joint Bookrunners and, together with UBS Investment Bank, as Joint Lead Managers. Bank Austria Creditanstalt and Raiffeisen Centrobank acted as Co-Managers. JPMorgan acted as Financial Advisor to OIAG and UBS Investment Bank acted as Financial Advisor to voestalpine AG.

Exchangeable Bonds Offering

In addition, OIAG closed the bookbuilding for the offering of EUR 245.2 million of bonds due 2006 (the ?Exchangeable Bonds?) exchangeable into 5,940,642 shares of voestalpine AG (representing approx. 15% of the outstanding share capital of the company). The Exchangeable Bonds were only offered outside the United States in compliance with Regulation S under the Securities Act. In Austria, the Exchangeable Bonds were only offered to a limited circle of professional investors acting within the scope of their business or profession.

The Exchangeable Bonds bear a cash coupon of 1.5% per annum. The conversion price has been set at EUR 41.275 per voestalpine AG share, which represents a 27% premium to the offer price of the Equity Offering. The Exchangeable Bonds were distributed to a broad range of institutional investors.

OIAG intends to apply for listing of the Exchangeable Bonds on the Third Market segment of the Vienna Stock Exchange. Settlement of the issue is expected to take place on October 2, 2003.

JPMorgan acted as Sole Bookrunner, Sole Lead Manager and Financial Advisor to OIAG in the Exchangeable Bonds Offering.

"Following the transaction voestalpine has a stable Austrian core shareholder base: 10.2% of the company’s share capital are held by the employee foundation. 15% of the company’s share capital is underlying an exchangeable bond, which is the same as a deferred sale. The voting rights of these shares remain with OIAG until the exchangeable bond is exercised. Therewith, all points of the privatisation mandate are fulfilled in its entirety?, says OIAG-Board Member Dr. Peter Michaelis.

voestalpine – a showcase Austrian company

Since its IPO in 1995, voestalpine has undergone a fundamental transformation. Once entirely focused on steel production, the company has evolved into an internationally successful steel and processing group. The basis of the solid position of voestalpine is the new group strategy which aims at extending the value chain into engineering and processing activities. The companie’s mission is no longer to produce “more steel”, but rather to make “more out of steel”.

Today, the voestalpine Group has four operational divisions (Steel, Railway Systems, motion and Profilform) and offers its customers one-stop shopping solutions that include railway lines, automotive bodies in white and complex steel constructions. voestalpine is now one of the leading suppliers to the European automotive, household appliance and railway industries.

voestalpine’s financial results also underline the success of its corporate approach. Despite the challenging economic climate during the financial year to March 31, 2003, voestalpine was able to deliver the second best operating result in its history. The group reported sales of EUR 4.4 billion and EBIT of EUR 223 million. Earnings per share amounted to EUR 1.99 and a dividend of EUR 1.20 per share was paid. Moreover, this success was maintained during the first quarter of 2003/04 with a marked improvement in sales and earnings compared to the first quarter of 2002/03.

voestalpine has a work force of approximately 23,000 employees of which roughly two-thirds (about 14,000) are employed in Austria.

Press contact:
OIAG
Viktoria Kickinger
Tel: +43 1 711 14 240
Mob.: +43 664 101 20 50
Fax: +43 1 711 14 5240
E-mail: viktoria.kickinger@oiag.at

This press release is not being issued in the United States of America, Canada, Australia and Japan and should not be distributed to United States persons or publications with a general circulation in the United States. This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The Exchangeable Bonds and the voestalpine AG shares referred to herein will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to or for the benefit of United States Persons, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This press release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments who fall within Article 19(5) (“investment professionals”) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the “Order”) or (iii) are persons falling, within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order (all such persons together being referred to as "relevant persons"). This press release must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.

The voestalpine AG shares were publicly offered in Austria on the basis of a prospectus according to the Austrian Capital Markets Act, as amended, dated September 10, 2003, which was published in the Wiener Zeitung on September 11, 2003, copies of which were available during the public offering at the seat of voestalpine AG, Erste Bank and Bank Austria Creditanstalt. In Austria, the Exchangeable Bonds were only offered to a limited circle of professional investors acting within the scope of their business or profession, as defined in § 3/1/11 of the Austrian Capital Markets Act, as amended, and must not be resold or sold by way of a public offering other than after having published a prospectus or otherwise in compliance with the Austrian Capital Markets Act, as amended.

JPMorgan is acting for OIAG and no one else in connection with the offer of the Exchangeable Bonds and will not be responsible to any other person for providing the protections afforded to its clients, or for providing advice in relation to the proposed offer. JPMorgan can be contacted at +44 20 7325 1797.

STABILISATION/FSA