EANS-News: Andritz AG / Report of the Executive Board and Supervisory Board on the granting of share options to managers and members of the Executive Board

--------------------------------------------------------------------------------
Corporate news transmitted by euro adhoc. The issuer/originator is solely
responsible for the content of this announcement.
--------------------------------------------------------------------------------

Company Information

Graz (euro adhoc) - It is intended to implement the

Share Option Program for 2010,

which was approved at the 103rd Annual General Meeting of
Shareholders on March 26, 2010. According to § 95 Abs. 6 AktG
(Austrian Stock Corporation Act), the Executive Board and the
Supervisory Board provide the following report:

1. Goals and principles of the program It is the goal of the program
to link the amounts of variable salary parts directly to the
development of the financial results and of the share price of the
company. This is also in keeping with the recommendation suggested in
the Austrian Corporate Governance Code (ACGC) that `if a stock option
scheme is proposed, the parameters of comparison to be applied shall
be defined in advance and may include, for example, the performance
of stock indices, share price targets, or other suitable benchmarks´
(Rule 28). The goal also is to increasingly focus ANDRITZ´s
management orientation on the aims of the corporate shareholders and
to ensure participation in the success achieved. In compliance with
the EU remuneration recommendation and the newly revised ACGC, share
options shall not be exercisable for at least three years after they
have been granted. In addition, participants in the share option
program must also hold investments in ANDRITZ shares from their own
resources for the full duration of the program.

2. Number and distribution of the share options to be granted,
validity of program Approximately 80 to 100 managers of the ANDRITZ
GROUP as well as the members of the Executive Board shall have the
opportunity to benefit from the share option program. The number of
shares allocated per eligible manager will vary, depending on the
area of responsibility, between 6,000, 10,000 and 20,000 for
managers, 40,000 for Executive Board members and 50,000 for the CEO.
These options are to be drawn from the pool of shares under the
corporate buy-back program. The maximum number of share options that
can be issued is 1,500,000. Of these options, 210,000 options are
assigned to the five members of the Executive Board, and the
remainder for executive employees.

Exercise of the share option program shall commence on May 1, 2013
and be terminated on April 30, 2015.

3. Terms and conditions of exercise

3.1. One share option provides eligibility for subscribing to one
share.

3.2. In order to exercise a share option, eligible persons must be in
active employment of the company or one of its affiliates as from May
1, 2010 and until the date of exercise (and the exercise conditions
under 3.4. must be fulfilled); this requirement may, in certain
special cases, be waived for important reasons. Another requirement
is that managers must have invested at least EUR 20,000.-, and the
members of the Executive Board at least EUR 40,000.-, in ANDRITZ
shares from their own resources, which investment must have been paid
up latest by the time of allocation of the options, i.e. June 1,
2010. Participants in the Share Option Program 2010 must maintain
this investment continuously until exercise of the options and must
furnish proof thereof upon exercise.

Eligible persons who have previously invested money in the company
from their own resources under the current share option program may
use this investment for the new share option program. Shares that
were endowed to foundations of which eligible persons are founders
and beneficiaries can also be used in terms of these own resources.
Any persons who have so far not participated in a share option
program must prove their investment from their own resources by June
1, 2010.

3.3. The exercise price of the share options (in the following
referred to as `the exercise price´) is the unweighted average of the
closing prices of the ANDRITZ share during the four calendar weeks
following the 103rd Annual General Meeting of Shareholders on March
26, 2010.

3.4. The total number of shares that can be purchased must not exceed
the number of options issued.

Options can be exercised between May 1, 2013 and April 30, 2015 (=
period of exercise), subject to:

- the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period May 1, 2012 - April 30, 2013
being at least 15% above the exercise price calculated as per 3.3.,
and

- the profit per share (related to the overall number of listed
shares) for the business year 2011 or the profit per share (related
to the overall number of listed shares) for the business year 2012
being at least 15% above the profit per share (related to the overall
number of listed shares) for the business year 2009,

or

- the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period May 1, 2013 - April 30, 2014
being at least 20% above the exercise price calculated as per 3.3.,
and

- the profit per share (related to the overall number of listed
shares) for the business year 2012 or the profit per share (related
to the overall number of listed shares) for the business year 2013
being at least 20% above the profit per share (related to the overall
number of listed shares) for the business year 2009.

Provided that the terms and conditions of exercise are fulfilled, 50%
of the options can be exercised immediately, and 25% of the options
can be exercised after three months, with the remaining 25% being
exercisable after a further three months.

3.5. Share options can only be exercised by way of a written
notification to the corporation.

4. Number and distribution of options already granted to employees,
managers, and individual board members with indication of the number
of shares that can be purchased At present, a total of 1,141,000
share options are held by 84 managers under the current share option
programs. Of these options, a total of 210,000 options are allocated
to the five members of the Executive Board (50,000 share options for
the CEO, and 40,000 for each Executive Board member), and the
remainder to executive employees (the number of share options granted
to each eligible manager amounts to 6,000, 10,000, or 20,000
depending on the manager´s area of responsibility).

5. General remarks

5.1. The share options are not transferable.

5.2. The shares purchased under the share option program are not
subject to a ban on sales over a certain period.

Graz, March 2010

The Executive Board The Supervisory Board

end of announcement euro adhoc
--------------------------------------------------------------------------------

ots Originaltext: Andritz AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Dr. Michael Buchbauer

Head of Group Treasury, Corporate Communications & Investor Relations

Tel.: +43 316 6902 2979

Fax: +43 316 6902 465

mailto:michael.buchbauer@andritz.com

Branche: Machine Manufacturing
ISIN: AT0000730007
WKN: 632305
Index: WBI, ATX Prime, ATX
Börsen: Wien / official dealing