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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 3

and beneficiaries can also be used in terms of these own resources.
Any persons who have so far not participated in a share option
program must prove their investment from their own resources by
June 1, 2014.

3.3. The exercise price of the share options (in the following referred
to as 'the exercise price') is the unweighted average of the closing
prices of the ANDRITZ share during the four calendar weeks following
the 107th Annual General Meeting of Shareholders on March 21, 2014.

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, 2017 and April 30, 2019
(= period of exercise), subject to:
- the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period May 1, 2016 to April 30, 2017
being at least 15% above the exercise price calculated as per 3.3.,
and
- the earnings per share (related to the overall number of listed
shares) for the business year 2015 or the earnings per share
(related to the overall number of listed shares) for the business
year 2016 being at least 20% above the earnings per share (related
to the overall number of listed shares) for the business year 2012,

or

- the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period May 1, 2017 to April 30, 2018
being at least 20% above the exercise price calculated as per 3.3.,
and
- the earnings per share (related to the overall number of listed
shares) for the business year 2016 or the earnings per share
(related to the overall number of listed shares) for the business
year 2017 being at least 25% above the earnings per share (related
to the overall number of listed shares) for the business year 2012.

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

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

4. Number and apportioning of the options already granted to wage-
earners, managerial staff, and to the individual board members,
stating the number of subscribable shares in each case At
present, 2,187,000 share options have been issued for 79 executive
staff out of current option programs. A total of 420,000 share
options thereof are allocated to the five members of the Executive
Board (100,000 share options for the CEO, 80,000 share options
each for the other members of the Executive Board), and the
remainder to executive staff. Depending on the responsibilities of
the manager in question, up to 20,000 share options are granted to
each of the managerial staff entitled to them. Each share
option entitles the holder to the purchase of one share.

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

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

Graz, April 2014

The Executive Board The Supervisory Board

Further inquiry note:
Dr. Michael Buchbauer

Head of Group Treasury

Tel.: [phone]

Fax: [phone]

mailto:[e-mail]

end of announcement euro adhoc
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company: Andritz AG
Stattegger Straße 18
A-8045 Graz
phone: [phone]
FAX: [phone]
mail: [e-mail]
WWW: www.andritz.com
sector: Machine Manufacturing
ISIN: AT0000730007
indexes: WBI, ATX Prime, ATX, ATX five
stockmarkets: official market: Wien
language: English