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