EANS-General Meeting

Andritz AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act - Seite 2

* Convocation
* Motions by the Executive Board and the Supervisory Board concerning the
individual items on the agenda
* Financial Statements for the 2017 business year, including the Management
Report
* Consolidated Financial Statements for the 2017 business year, including the
Consolidated Management Report
* Proposal of the Executive Board on the allocation of net earnings
* Corporate Governance Report for the 2017 business year
* Report by the Supervisory Board to the Annual General Meeting pursuant to § 96
AktG
* Executive Board report on justification of the exclusion of subscription
rights under item 7 of the agenda (authorization of the Executive Board in
connection with the purchase and disposal of treasury shares)
* Draft stock option program for 2018
* Forms for appointing and revoking appointment of a proxy


C. INFORMATION ON SHAREHOLDERS 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 (signature required) 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 2, 2018, 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.