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

109th Annual General Meeting of Shareholders of ANDRITZ AG,
headquartered in Graz, FN 50935 f,
on Wednesday, March 30, 2016 at 10.30 a.m.
Venue: Steiermarksaal at Grazer Congress,
Schmiedgasse 2, 8010 Graz, Austria.

A. Agenda (§ 106(3) of the Austrian Stock Corporation Act (AktG)

1. Presentation of the audited Financial Statements including the
Management Report, the Corporate Governance Report, the
Consolidated Financial Statements including Consolidated
Management Report, and the Supervisory Board's Report, each for
the 2015 business year.

2. Resolution on the use of the net earnings shown in the Financial
Statements as of December 31, 2015.

3. Resolution on discharge of the Executive Board members for the
2015 business year.

4. Resolution on discharge of the Supervisory Board members for the
2015 business year.

5. Resolution on the remuneration for the Supervisory Board members
for the 2015 business year.

6. Appointment of the auditor for the Financial Statements and
Consolidated Financial Statements for the 2016 business year.

7. Appointment of two persons to the Supervisory Board.

8. Resolution on authorizations for the Executive Board in connection
with the purchase and sale of treasury shares

Executive Board report pursuant to § 65 (3) AktG and in connection
with treasury shares and resolutions authorizing the Executive
Board according to the provisions of § 65 (1), line 8 AktG to
purchase and, if necessary, retire treasury shares in accordance
with the provisions of the Austrian Stock Corporation and Stock
Exchange Acts for a period of 30 months as from April 1, 2016, and
authorizing the Executive Board to pass a resolution to also
dispose of treasury shares by other means than through the stock
exchange or by public offering, excluding the subscription rights of
the shareholders, for a period of five years as from the date of
such resolution and with the approval of the Supervisory Board.

9. Resolution on a stock option program.

B. Information to be provided [§106 (4) AktG]

Pursuant to § 108 AktG, the following documents will be available at
the latest as from the 21st day preceding the Annual General Meeting
of Shareholders, that is at the latest as from March 9, 2016, on the
company's web site at www.andritz.com, and at the Annual General
Meeting:

- Convocation - Motions by the Executive Board and the Supervisory
Board concerning the individual items on the agenda - Financial
Statements for the 2015 business year, including the Management
Report - Consolidated Financial Statements for the 2015 business
year, including the Consolidated Management Report - Corporate
Governance Report for the 2015 business year - Report by the
Supervisory Board to the Annual General Meeting pursuant to § 96
AktG - Statements in compliance with § 87 (2) AktG and curricula
vitae of the candidates to be appointed to the Supervisory Board
under item 7 on the agenda - Executive Board report on justification
of the exclusion of subscription rights under item 8 of the agenda
(authorization of the Executive Board in connection with the
purchase and disposal of treasury shares) - Draft stock option
program for 2016 - Forms for appointing and revoking appointment of a
proxy

C. INFORMATION ON SHAREHOLDER RIGHTS [§ 106(5) AktG]

1. Submission of agenda items by shareholders (§ 109 AktG)
Shareholders who own shares amounting to 5 percent of the share capital,
individually or jointly, for at least three months before submission, can make a
request in writing to have additional items placed on the agenda of the Annual
General Meeting and announced. The application for each agenda item must contain
a resolution proposal and a statement of grounds.

The applicant must provide proof of his shareholdings. In order to do so, a
deposit confirmation pursuant to § 10a AktG is needed for shares held in safe
custody. It must be issued by a custodian bank registered in a member state of
the European Economic Area or a full member state of the OECD. The deposit
confirmation must not be more than seven days old when it is presented to the
company and must confirm that the shareholders have held the shares for at least
three months before submitting their request. If there are several shareholders
who can only attain the required shareholding of 5 percent of the share capital
together, the deposit confirmations for all shareholders must refer to the same
point in time (date, time).

Please refer to the remarks concerning eligibility (item D) for other content
required in the deposit confirmation. The company must receive any written
request to include an additional agenda item together with the above mentioned
proof of shareholding not later than 21 days before the Annual General Meeting,
i.e. not later than March 9, 2016, to be delivered to the company's business
address at Stattegger Strasse 18, AT-8045 Graz, for the attention of Dr. Michael
Buchbauer, Investor Relations Department.

2. Resolution proposals by shareholders (§ 110 AktG)

Shareholders whose interest, individually or jointly, amounts to 1
percent of the share capital can send resolution proposals with a
statement of grounds for each item on the agenda in written form (no
signature required) and request that these proposals be made
accessible on the company's web site (www.andritz.com) together with
the names of the shareholders concerned, the grounds to be attached
to the proposal, and any comment by the Executive Board or
Supervisory Board. If a proposal is made concerning the election of a
member to the Supervisory Board, the statement by the person proposed
pursuant to § 87 (2) AktG replaces the statement of grounds.

The applicant must provide proof of his shareholdings. In order to do
so, a deposit confirmation pursuant to § 10a AktG is needed for
shares held in safe custody. It must be issued by a custodian bank
registered in a member state of the European Economic Area or a full
member state of the OECD. The deposit confirmation must not be more
than seven days old when it is submitted to the company. If there are
several shareholders who can only attain the required shareholding of
1 percent of the share capital together, the deposit confirmations
for all shareholders must refer to the same point in time (date,
time). Please refer to the remarks concerning eligibility (item D)
for other content required in the deposit confirmation.

The company must receive the resolution proposal together with the
above mentioned proof of shareholding not later than seven working
days before the Annual General Meeting, i.e. by March 18, 2016, at
the latest,

- by e-mail to: michael.buchbauer@andritz.com, with the proposal
wording attached as written text, as PDF for example, to the e-mail
- by standard mail, courier service or handed over personally to the
company's business address at Stattegger Strasse 18, AT-8045 Graz,
for the attention of Dr. Michael Buchbauer, Investor Relations
Department - by facsimile to +43 (316) 6902 425.

3. Right to information (§ 118 AktG) Each shareholder must be
provided with information on the company's business upon request at
the Annual General Meeting to the extent that such information is
necessary for a factual assessment of an item on the agenda. The
obligation to provide information extends to cover the company's
legal and business relationships with an associated company.

The information may be refused if 1. it could, on the basis of
reasonable entrepreneurial judgment, be used to inflict
considerable damage on the company or an associated company, or 2.
providing such information would constitute a criminal act.

In order to avoid prolonging the length of the meeting unduly, any
questions that cannot be answered without a certain period of
preparation should be sent to the company as written text (no
signature required) in good time before the Annual General Meeting.

Questions can be sent to the company

- by e-mail to: michael.buchbauer@andritz.com
- by standard mail or courier service, or handed over personally at
Stattegger Strasse 18, AT-8045 Graz, for the attention of
Dr. Michael Buchbauer, Investor Relations Department, or
- by facsimile to +43 (316) 6902 425.

D. Cut-off date and preliminary requirements for attending the Annual
General Meeting (§ 106, lines 6 and 7 AktG)

Eligibility to attend and exercise shareholders' rights at the Annual
General Meeting depends on the shareholding at the end of the 10th
day before the date of the Annual General Meeting (cut-off date),
which is (Sunday) March 20, 2016, 24:00 hrs CET (Vienna local time).

Only persons who are shareholders at the end of the cut-off date and
can prove this to the company are eligible to attend the Annual
General Meeting.

A deposit confirmation pursuant to § 10a AktG is needed as proof of
shareholding for bearer shares held in safe custody. It must be
issued by a custodian bank registered in a member state of the
European Economic Area or a full member state of the OECD.

The deposit confirmation must contain the following information [§
10a (2) AktG]:

- Name of the issuer: (Company) Name and address or a code used in
communications between banks - Name of the shareholder: Name/company,
address, date of birth of individuals, register and register number
of legal entities - Information on shares: Number of the
shareholder's shares, class of shares or international securities
identification number - Deposit number or other designation -
Information stating that the certificate relates to the deposit
status on March 20, 2016, at 24:00 hrs CET (Vienna local time).

The deposit confirmation can be issued in German or in English. The
deposit confirmation must arrive not later than three working days
before the Annual General Meeting, thus on March 24, 2016 at 24:00
hrs CET (Vienna local time) by one of the following means:

- as a written document duly undersigned by the issuing bank, sent by
standard mail or courier service and addressed to
HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am
Wechsel - by facsimile to +43 (0)1 8900 500-94 - by e-mail to:
anmeldung.andritz@hauptversammlung.at, with the deposit
confirmation attached as PDF-file, or - via SWIFT to GIBAATWGGMS
(message type MT598, stating ISIN AT0000730007 as essential
reference).

Banks are requested to submit deposit confirmations collectively (in
the form of a list) if possible.

Access to the Annual General Meeting Communication of the deposit
confirmation shall also be accepted as registration for the Annual
General Meeting. The shareholders and/or their representatives are
requested to show official photo identification (driver's license,
passport, ID card) to verify their identity when entering the Annual
General Meeting. We kindly request you to consider the numerous
participants expected and the safety precautions now customary when
planning your schedule. Admission for collection of voting cards
begins at 09:00 hrs.

E. Appointing a representative (§ 106, line 8 AktG)

Pursuant to § 113 AktG, each shareholder eligible to attend the
Annual General Meeting is entitled to appoint an individual or a
legal entity as representative. The representative attends the Annual
General Meeting on behalf of the shareholder and has the same rights
as the shareholder being represented. Each power of proxy must name
the representative by name. The shareholder is not subject to any
limits in the number of persons appointed as representatives, nor in
selection thereof, however the company itself or a member of the
Executive or Supervisory Board may only exercise voting rights as a
representative if the shareholder has given explicit instructions
concerning the individual items on the agenda.

The power of proxy must be issued to a specific person. A power of
proxy and any withdrawal thereof must be made as written text (no
signature required).

A shareholder can assign this power of proxy to the custodian bank by
agreement. In this case, the bank only has to submit a statement to
the company together with the deposit confirmation using one of the
means permitted that it has been given power of proxy; in such case,
the power of proxy itself has not to be sent to the company.

Any power of proxy can be withdrawn by the shareholder. This
withdrawal does not take effect until the company has received it.
Statements concerning the granting and withdrawal of proxy powers can
only be conveyed by one of the following means:

- by standard mail or courier service to HV-Veranstaltungsservice
GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel - by facsimile to
+43 (0)1 8900 500-94 - by e-mail to: michael.buchbauer@andritz.com,
with the proxy wording attached as written text, for example PDF,
to the e-mail - by being submitted personally at the entrance to the
Annual General Meeting or - via SWIFT to GIBAATWGGMS (message type
MT598, stating ISIN AT0000730007 as essential reference) and sent
by the banks pursuant to § 114 (1), sentence 4, AktG.

The power of proxy or withdrawal of power of proxy must arrive by
16:00 hrs CET (Vienna local time) on the day before the Annual
General Meeting (thus March 29, 2016). After this time, the power of
proxy or withdrawal thereof must be submitted personally on the day
of the Annual General Meeting during registration at the meeting
location.

The company has provided forms on its web site (www.andritz.com) for
assigning power of proxy. We recommend using the forms available on
the web site to simplify handling of powers of proxy.

As a special service, shareholders who cannot attend the Annual
General Meeting personally have the opportunity to have their voting
rights exercised at the Annual General Meeting by an independent
voting proxy tied only to the instructions of the respective
shareholder. Shareholders who wish to make use of this free service
are requested to contact Dr. Michael Buchbauer, ANDRITZ AG, Tel. +43
(316) 6902 2979, Facsimile +43 (316) 6902 425, or e-mail:
michael.buchbauer@andritz.com.

F. Total number of shares and voting rights (§ 106, line 9 AktG)

The company's share capital at the time of convening the Annual
General Meeting amounts to EUR 104,000,000 and is divided into
104,000,000 no-par value shares. Each share carries one vote. At the
time of convening the Annual General Meeting, the company holds
1,924,699 treasury shares. These shares do not carry any voting
rights. Thus, the total number of shares eligible for attendance and
voting at the time of convening the Annual General Meeting is
102,075,301.

Graz, March 2016
The Executive Board

Further inquiry note:
Dr. Michael Buchbauer
Head of Group Finance, 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