EANS-News: ANDRITZ: Report by the Executive Board and the Supervisory Board on the Stock Option Program for 2016

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Annual & Special Corporate Meetings

By resolution of the Annual General Meeting of ANDRITZ AG on March
30, 2016, the company's Executive Board was authorized to purchase
treasury shares in accordance with the provisions of the Austrian
Stock Corporation Act (AktG) and to possibly cancel these company
shares with approval from the Supervisory Board without having to
submit the matter to the Annual General Meeting of Shareholders
again. The proportion of shares to be purchased or which have already
been purchased under previous authorizations must not exceed 10
percent of the company's total shares. The lowest price per no-par
value share must not be less than the respective amount represented
by each share in the capital stock. The highest price paid per share
upon buy-back must not exceed the average, unweighted closing price
on the Vienna Stock Exchange over the 10 trading days preceding
exercise of this authorization by more than 10 percent. This
authorization to purchase treasury shares is currently limited to 30
months as from the resolution by the Annual General Meeting on March
30, 2016. On the basis of this and previous authorizations, the
company currently holds 1,924,699 treasury shares.

The Executive Board and the Supervisory Board of ANDRITZ AG now
intend to make use of the authorization to buy back shares and to
pass a resolution to assign treasury shares of the company to senior
executives of the ANDRITZ GROUP and members of the Executive Board
under the stock option program for 2016. The share numbers stated in
the document are maximum figures in each case. The actual number of
treasury shares to be transferred depends on achievement of the
actual goals of the program mentioned. It may be much smaller, and it
still depends very much on a resolution of the ANDRITZ AG Executive
and Supervisory Boards to be published separately.

The Executive and Supervisory Boards of ANDRITZ AG submit the
following report, pursuant to § 95 (6) in conjunction with § 159 (2),
line 3 AktG, on the intended granting of stock options to senior
executives of the ANDRITZ GROUP and members of the Executive Board:

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 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 ACGC, stock options shall not be exercisable for at least
three years after they have been granted. In addition,
participants in the stock option program must also hold
investments in ANDRITZ shares from their own resources for the full
duration of the program.

Employee stock option programs of this kind are common and widespread
among listed companies. For this purpose the company must be able to
offer the management the opportunity to acquire ANDRITZ AG shares.
Thus, the option program is also an essential means of
strengthening employee loyalty and helps to make the company more
attractive as an employer. The stock option program is intended to
create an additional incentive for the company management to
contribute their services towards the success of ANDRITZ AG and of
the ANDRITZ GROUP by having a share in this success as (future)
shareholders and co-owners.

2. Number and distribution of the stock options to be granted,
validity of program Approximately 100 to 120 senior executives
of the ANDRITZ GROUP as well as the members of the Executive Board
shall have the opportunity to benefit from the stock option
program. The number of shares allocated per eligible senior
executive will be up to 20,000, depending on the area of
responsibility, and 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 stock options
that can be issued is 1,300,000. The four members of the Executive
Board are assigned 150,000 of these options and the remainder to
senior executives.

Exercise of the stock option program shall commence on May 1, 2019
and be terminated on April 30, 2021.

3. Terms and conditions of exercise 3.1. One stock option provides
eligibility for subscribing to one share.

3.2. In order to exercise a stock option, eligible persons must be in active
employment of the company or one of its affiliates as from May 1, 2016
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 senior
executives 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 not later
than by the time of allocation of the options, i.e. June 1, 2016.
Participants in the stock option program for 2016 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 stock option program may use this
investment for the new stock option program. Shares that were endowed to
foundations of which eligible persons are founders and beneficiaries
can also be considered as own resources. Any persons who have not
participated in a stock option program so far must provide proof of their
investment from their own resources by June 1, 2016.

3.3. The exercise price of the stock options (in the following referred to
as "the exercise price") is the unweighted average of the closing price
of the ANDRITZ share during the four calendar weeks following the 109th
Annual General Meeting of Shareholders on March 30, 2016.

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, 2019 and April 30, 2021
(= period of exercise), subject to:
- the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period May 1, 2018 - April 30, 2019
being at least 15 percent above the exercise price calculated as per
3.3., and
- the profit per share (related to the overall number of listed shares)
for the 2017 business year or the profit per share (related to the
overall number of listed shares) for the 2018 business year being at
least 15 percent above the profit per share (related to the overall
number of listed shares) for the 2015 business year,

or

- the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period May 1, 2019 - April 30, 2020
being at least 20 percent above the exercise price calculated as per
3.3., and
- the profit per share (related to the overall number of listed shares)
for the 2018 business year or the profit per share (related to the
overall number of listed shares) for the 2019 business year being at
least 20 percent above the profit per share (related to the overall
number of listed shares) for the 2015 business year. In order to
determine the earnings per share, the consolidated financial
statements of the applicable year and with an unqualified auditor's
report are relevant. In case of any doubt, the Audit Committee of the
Supervisory Board shall decide.

Provided that the terms and conditions of exercise are fulfilled, 50
percent of the options can be exercised immediately upon
commencement of the exercise period (see information under 2.), and
25 percent of the options can be exercised after three months, with
the remaining 25 percent being exercisable after a further three
months.

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

4. Number of the options already granted and distribution over
employees, senior executives, and the individual company boards,
stating the respective number of shares available for subscription
in each case At the moment, 982,500 stock options from current
option programs have been issued for 78 executives. The members of
the Executive Board hold a total of 150,000 of these stock
options, 75,000 stock options in total are held by former members
of the Executive Board, and the remainder is held by senior
executives. The number of stock options granted per senior executive
eligible is up to 20,000 depending on the area of responsibility.
Each stock option entitles the holder to the purchase of one
share.

5. General remarks
5.1. The stock options are not transferable.

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

5.3. If the earnings-related requirement pursuant to 3.4 is not achieved or
is not expected to be achieved and therefore a gain resulting from
recognition of the options in the balance sheet in the respective current
period is realized, such a gain will not be taken into account in
calculating the earnings per share for the purposes of this option
program.

Graz, March, 2016

The Executive Board The Supervisory 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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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