EANS-News: ANDRITZ AG / Report by the Executive Board and the Supervisory Board on the granting of share options to executive staff and members of the Executive Board

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Company Information

Graz (euro adhoc) - The company intends to implement the 2014 Share
Option Program decided in the 107th Annual General Meeting on March
21, 2014. The Executive Board and the Supervisory Board submit the
following report on this topic according to § 95, para. 6, of the
Austrian Stock Corporation Act:

1. Goals and principles of the program It is the goal of the
program to link the amount of the variable parts of total
remuneration directly to the development of earnings 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 focus ANDRITZ's management even more on the aims of the
corporate shareholders and to ensure participation in the success
achieved. In compliance with the EU remuneration recommendation
and the 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.

In determining the total number of options allocated to each business
area, this program takes account of profitability and sales for the
first time, each with a 50% weighting. As a result, the number of
options per business area is geared even more to the respective
business area's contribution towards sales and earnings.

As a result of the poor earnings development in 2013, the benchmark
chosen to meet the "increase in earnings per share" vesting condition
is not the low earnings per share in 2013, but the earnings per
share in 2012, which was the highest level so far in the company's
history. In addition, the percentage of increase in earnings per
share needed to meet the "increase in earnings per share" vesting
condition was increased from the 15% and 20% levels, respectively,
in the previous option programs to levels of 20% and 25%,
respectively, now. The management has thus oriented the targets
for exercise of the options even more to the expectations and
interests of the shareholders in terms of future earnings
performance and value creation. The current targets required for
the management to exercise the options can thus be considered very
demanding compared to the option programs of other companies. In
addition, the total number of options granted has been halved
compared to the previous option programs.

2. Number and distribution of the share options to be granted,
validity of program Approximately 100 to 120 executives of the
ANDRITZ GROUP as well as the members of the Executive Board shall
have the opportunity to participate in the share option program.
The number of shares allocated per eligible manager will be,
depending on the area of responsibility, up to 20,000 for
executives, for each Executive Board member 37,500. 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
1,300,000. Of these options, 187,500 options are assigned to the five
members of the Executive Board, and the remainder to executive staff.

Exercise of the share option program shall commence on May 1, 2017
and be terminated on April 30, 2019.

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, 2014 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. This
investment must have been paid up latest by the time of allocation
of the options, i.e. June 1, 2014.

Participants in the 2014 Share Option Program 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, 2014.

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 107th Annual General Meeting of Shareholders on March 21, 2014.

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, 2017 and April 30, 2019
(= period of exercise), subject to:
- the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period May 1, 2016 to April 30, 2017
being at least 15% above the exercise price calculated as per 3.3.,
and
- the earnings per share (related to the overall number of listed
shares) for the business year 2015 or the earnings per share
(related to the overall number of listed shares) for the business
year 2016 being at least 20% above the earnings per share (related
to the overall number of listed shares) for the business year 2012,

or

- the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period May 1, 2017 to April 30, 2018
being at least 20% above the exercise price calculated as per 3.3.,
and
- the earnings per share (related to the overall number of listed
shares) for the business year 2016 or the earnings per share
(related to the overall number of listed shares) for the business
year 2017 being at least 25% above the earnings per share (related
to the overall number of listed shares) for the business year 2012.

Provided that the terms and conditions of exercise are fulfilled, 50%
of the options can be exercised immediately upon commencement of the
exercise period (see information under 2.), 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 apportioning of the options already granted to wage-
earners, managerial staff, and to the individual board members,
stating the number of subscribable shares in each case At
present, 2,187,000 share options have been issued for 79 executive
staff out of current option programs. A total of 420,000 share
options thereof are allocated to the five members of the Executive
Board (100,000 share options for the CEO, 80,000 share options
each for the other members of the Executive Board), and the
remainder to executive staff. Depending on the responsibilities of
the manager in question, up to 20,000 share options are granted to
each of the managerial staff entitled to them. Each share
option entitles the holder to the purchase of one share.

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, April 2014

The Executive Board The Supervisory Board

Further inquiry note:
Dr. Michael Buchbauer
Head of Group Treasury
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
mailto:michael.buchbauer@andritz.com

end of announcement euro adhoc
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company: 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