INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE

  	
  SEE REVERSE SIDE
  FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  	
  CUSIP 420877 20 1

  



 


THIS CERTIFIES THAT


 


is the owner of


FULLY PAID AND NON-ASSESSABLE SHARES OF
THE COMMON STOCK, $0.001 PAR VALUE, OF


HAYNES
INTERNATIONAL,  INC.


(hereinafter, the “Corporation”)
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
and the shares represented hereby are issued and shall be held subject to all
of the rovisions of the Corporation’s Certificate of Incorporation, as amended,
and By-laws, as amended. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.


WITNESS the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers.


	
  Dated:

  
	
  

  	
  

  	
  

  
	
  VICE PRESIDENT-GENERAL COUNSEL AND CORPORATE
  SECRETARY

  	
   

  	
  PRESIDENT AND CHIEF EXECUTIVE OFFICER

  
	
   

  
	
  COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A.
  

  
	
  BY

  	
  

  	
  TRANSFER AGENT AND REGISTRAR

  
	
  AUTHORIZED SIGNATURE

  
	
   

  
	
  AMERICAN
  FINANCIAL PRINTING INCORPORATED — MINNEAPOLIS

  
					



 











THE CORPORATION WILL FURNISH, WITHOUT
CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF THE
DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS
AUTHORIZED TO BE ISSUED, AND A FULL STATEMENT OF THE DESIGNATION, RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SERIES OF ANY CLASS OF PREFERRED
SHARES AUTHORIZED TO BE ISSUED SO FAR AS THE SAME MAY HAVE BEEN FIXED AND THE
AUTHORITY OF THE BOARD TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES
AND LIMITATIONS OF OTHER SERIES. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE
SECRETARY OF THE COMPANY, OR TO THE TRANSFER AGENT AND REGISTRAR NAMED ON THE
FACE OF THIS CERTIFICATE.






The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


	
  TEN COM

  	
  —

  	
  as tenants in common

  	
  UTMA —                    

  	
  Custodian                           

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN ENT

  	
  —

  	
  as tenants by entireties

  	
  under Uniform
  Transfers to Minors

  
	
   

  
	
  JT TEN

  	
  —

  	
  as joint tenants with right of survivorship

  	
  Act                                 

  
	
   

  	
   

  	
  and not as tenants in common

  	
  (State)

  
	
  Additional
  abbreviations may also be used though not in above list.

  
						



 






 


For value received               
hereby sell, assign, and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)


 


 


                                             Shares of the capital stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint                                             Attorney to transfer the said stock on the books of the
within-named Corporation with full power of substitution in the premises.


	
  Dated

  	
  X 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X 

  	
   

  
	
   

  	
  NOTICE:
  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
  UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER. 

  
	
   

  	
   

  
	
  SIGNATURE
  GUARANTEED 

  	
   

  
	
  ALL
  GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH  AS A BANK OR BROKER) WHICH IS A PARTICIPANT
  IN THE SECURITIES  TRANSFER AGENTS
  MEDALLION PROGRAM (“STAMP”), THE NEW YORK  STOCK EXCHANGE, INC. MEDALLION SIGNATURE
  PROGRAM (“MSP”), OR  THE STOCK
  EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT  BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE
  NOT ACCEPTABLE.