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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 - Seite 2

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