EANS-General Meeting: Andritz AG / Invitation to the General Meeting

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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We herewith invite our shareholders to the

106th Annual General Meeting of Shareholders
on Friday, March 22, 2013 at 10:30 a.m.
Venue: Steiermarksaal at Grazer Congress,
Schmiedgasse 2, 8010 Graz, Austria.

Agenda

1. Presentation of the audited Financial Statements including
Management Report and Corporate Governance Report as of December
31, 2012, as well as the Consolidated Financial Statements
including Consolidated Management Report as of December 31, 2012,
and the Supervisory Board's Report for the 2012 business year.

2. Resolution on distribution of the Net Earnings shown in the
Financial Statements as of December 31, 2012.

3. Resolution on discharge of the Executive Board Members for the
2012 business year.

4. Resolution on discharge of the Supervisory Board Members for the
2012 business year.

5. Resolution on the remuneration for the Supervisory Board Members
for the 2012 business year.

6. Appointment of the auditor for the Financial Statements and
Consolidated Financial Statements for the 2013 business year.

7. Resolution on amendment of the Articles of Association in Article
5 by adding a new paragraph (3) concerning the setting of an
additional shareholding threshold of 3% for notification in
compliance with sec. 91 BörseG (Austrian Stock Exchange Act)

8. Resolution on authorization of the Executive Board

a. to buy back and possibly cancel own shares to the maximum extent
permitted by law for a period of 30 months from October 1, 2013 pursuant
to sec. 65 para. 1 sub-para. 8 AktG (Austrian Stock Corporation Act)
(purpose-neutral purchase), subject to the provisions of the Stock
Corporation Act and the Stock Exchange Act;

b. to decide, for a period of five years as from the date of adopting the
resolution and with approval from the Supervisory Board, on alienating
own shares in a way other than by sale via the stock exchange or by
public offer thereby also excluding public purchase (exclusion of
subscription rights) if such alienation of own shares (i) serves to
provide shares for a share option program benefitting management and
Executive Board members or (ii) serves as a consideration in the
acquisition of companies, businesses, business units or shares in
companies.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING As of March 1, 2013, the
following documents will be available for inspection by the
shareholders at the Company's headquarters at 8045 Graz, Stattegger
Strasse 18, Investor Relations Department, Dr. Michael Buchbauer:

- Financial Statements including Management Report, - Corporate
Governance Report, - Consolidated Financial Statements including
Consolidated Management Report, - Proposal on the use of Net
Earnings, - Report by the Supervisory Board, each relating to the
2012 business year; - Draft resolutions.

Each shareholder will be sent a copy of the aforementioned documents
upon request immediately and free of charge.

These documents, as well as the complete text of this convocation and
the forms for appointing and revoking appointment of a proxy, will
also be available on the Company's Internet site at www.andritz.com
as from March 1, 2013, and at the General Meeting.

INFORMATION ON SHAREHOLDER RIGHTS UNDER SECTIONS 109, 110, AND 118
AKTG Shareholders whose aggregate shareholding equals 5% or more of
the Company's share capital may request in writing that additional
items be put on the agenda for this Annual General Meeting and be
made public provided they have held this stake for a minimum of three
months before the request is made. A written request in this regard
must be sent to ANDRITZ AG, 8045 Graz, Stattegger Strasse 18,
Investor Relations Department, Dr. Michael Buchbauer, or by fax (+43
316 6902 425) by March 1, 2013, at the latest. Confirmation of
holdings in accordance with sec. 10a AktG shall suffice as proof of
shareholder status. The confirmation of holdings, which must not be
more than seven days old on the date of submission to the Company,
shall confirm that the shareholder has held the shares for a minimum
of three months on the date of making the request. For all other
requirements concerning the confirmation of holdings, please refer to
the information on the right to participate.

Shareholders whose aggregate shareholding equals 1% or more of the
Company's share capital may submit draft resolutions, accompanied by
a statement of the respective reasons, in text form for each item on
the agenda and request publication of the draft resolution and
statement of the reasons therefore on the Company's Internet site. A
request in text form in this regard must be sent to the Company not
later than March 13, 2013, either by fax (+43 316 6902 425), by mail
to ANDRITZ AG, 8045 Graz, Stattegger Strasse 18, Investor Relations
Department, Dr. Michael Buchbauer, or by e-mail to
michael.buchbauer@andritz.com (a request in text form, e.g. as a PDF
file, must be attached to the e-mail). Confirmation of holdings in
accordance with sec. 10a AktG, which must not be more than seven days
old on the date of submission to the Company, shall suffice as proof
of the shareholder status for exercise of this shareholder right. For
all other requirements concerning the confirmation of holdings,
please refer to the information on the right to participate.

Each shareholder shall have the right to ask questions on Company
matters and have these questions answered in the Annual General
Meeting to the extent that the information requested is necessary for
proper evaluation of one of the items on the agenda.

Further information on shareholder rights under sections 109, 110,
and 118 AktG is available on the Company's Internet site at
www.andritz.com.

RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING The right
to participate in the Annual General Meeting, the right to vote, and
to exercise all other shareholder rights during the Annual General
Meeting depend on the shares held at the end of March 12, 2013
(record date).

Participation is limited to persons who are in possession of shares
on the record date and supply proof thereof to the company.

Confirmation of holdings on the record date pursuant to sec. 10a AktG
shall suffice as proof of shareholding. This confirmation of holdings
must be delivered not later than March 19, 2013 to one of the
following addresses only:

By mail: ANDRITZ AG
Investor Relations
Att. Dr. Michael Buchbauer
Stattegger Strasse 18
8045 Graz/Austria

By fax: +43 (316) 6902 425

or

by e-mail: michael.buchbauer@andritz.com

Transmission by SWIFT is not permissible (sec. 262 para. 20 AktG).

Confirmation of holdings in compliance with sec. 10a AktG
Confirmation of holdings shall be issued by the depositary bank based
in a member state of the European Economic Area or in a full member
state of the OECD and shall contain the following information: -
Information on the issuer: name/company and address or code commonly
used in business between banks (SWIFT Code), - Information on the
shareholder: name/company, address, date of birth for natural
persons, register and register number for legal persons, -
Information on the shares: number of shares held by the shareholder,
ISIN AT0000730007, - Number or other identification of the securities
deposit account, - Date to which the confirmation of holdings refers.

The confirmation of holdings as proof of the shareholding shall refer
to the record date stated above, i.e. March 12, 2013.

Confirmation of holdings shall be accepted in German and English.

Registration for the Annual General Meeting and submission of
confirmation of holdings do not block shareholders' actions.
Shareholders will still be free to trade their shares at their own
discretion.

PARTICIPATION BY PROXY Each shareholder entitled to attend the Annual
General Meeting has the right to appoint a proxy holder who may
attend the Meeting on his/her behalf, vested with the same rights as
the shareholder.

Transmission of the document of appointment of a proxy holder by
SWIFT is not permissible (sec. 262 para. 20 AktG).

Proxy must be conferred on a specific person (natural or legal) in
text form. It is possible to appoint several proxy holders.

The document of appointment of a proxy holder shall be delivered to
the Company not later than Wednesday, March 20, 2013, 4.00 p.m. at
one of the following addresses only:

By mail ANDRITZ AG
Investor Relations
Att. Dr. Michael Buchbauer
Stattegger Strasse 18
8045 Graz
Austria

By fax: +43 (316) 6902 425

By e-mail: michael.buchbauer@andritz.com
(the proxy must be attached to the e-mail in text form,
e.g. as a PDF file)

On the day of the Annual General Meeting only:

Personally: at the meeting venue when registering for the Annual
General Meeting

A form for appointment of a proxy holder and a form for revocation of
proxy will be sent to shareholders upon request or can be downloaded
from the Company's Internet site at www.andritz.com.

The above-stated requirements for appointment of a proxy holder shall
apply mutatis mutandis for revocation of proxy.

If a shareholder has appointed his/her depositary bank as proxy
holder, the bank need only submit notification of its appointment as
a proxy holder in addition to the confirmation of holdings.

Total number of shares and voting rights At the date of convocation
of the Annual General Meeting, the Company's share capital amounts to
EUR 104,000,000.- and is divided into 104,000,000 no-par value
shares. Each share represents one vote. The Company holds 739,254 own
shares at the date of convocation of the General Meeting. No rights
accrue to the Company from these shares. Thus, the total number of
shares entitled to participate and vote amounts to 103,260,746 at the
date of convocation of the General Meeting.

To allow for a smooth admission procedure, shareholders are requested
to arrive in good time before the General Meeting starts and identify
themselves at the registration counter presenting confirmation of
holdings or valid photo-bearing identification (driver's license,
passport, ID card). Admission to collect voting cards will begin at
10.00 a.m.

A special service has been set up for shareholders who are prevented
from taking part in the Annual General Meeting in person. These
shareholders can have their voting rights in the Annual General
Meeting exercised by an independent proxy exercising the voting
rights entirely according to and bound by the instructions of the
shareholder in question. All shareholders wishing to avail themselves
of this service, which is provided free of charge, are requested to
contact Dr. Michael Buchbauer, ANDRITZ AG: phone: +43 (316) 6902
2979, fax +43 (316) 6902 425, or e-mail:
michael.buchbauer@andritz.com.

Graz, February 2013
The Executive Board

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

end of announcement euro adhoc
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issuer: Andritz AG
Stattegger Straße 18
A-8045 Graz
phone: +43 (0)316 6902-0
FAX: +43 (0)316 6902-415
mail: welcome@andritz.com
WWW: www.andritz.com
sector: Machine Manufacturing
ISIN: AT0000730007
indexes: WBI, ATX Prime, ATX, ATX five
stockmarkets: official market: Wien
language: English