Ad-hoc: ANDRITZ AG resolves on a new share buyback program

Based on the authorization granted by the 116th Annual General Meeting on 29 March 2023 pursuant to sect. 65 para. 1 item (8) of the Stock Corporation Act, which was published according to section 119 para. 9 Stock Exchange Act (BörseG) via an electronic information dissemination system on 30 March 2023, the Managing Board of ANDRITZ AG today decided to buy back own ordinary bearer shares via the Stock Exchange (including multilateral trading systems).

Preferably a credit institution will be mandated to execute the share buyback. The credit institution has to take its decision on the timing of the buyback of ANDRITZ AG shares independently of ANDRITZ AG and to comply with the conditions for trading laid down in Article 3 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.

Terms and Conditions of the buyback program

• Date of the authorization resolution by the Annual General Meeting: 29 March 2023.
• Date and form of publication of the authorization resolution: 29 March 2023 via euro ad-hoc and on the company’s website www.andritz.com as well as via an electronic information dissemination system on 30 March 2023.
• Commencement and expected term: 5 August 2024 (inclusive) until 31 January 2025 (inclusive).
• Type of shares: bearer shares (ISIN AT0000730007).
• Intended volume: up to 2,080,000 shares, corresponding to up to approx. 2.00% of ANDRITZ AG’s current share capital.
• Maximum amount to be spent by ANDRITZ AG for the share buyback program: EUR 128,333,920.00.
• Maximum price limit per share (maximum consideration) and minimum price limit per share (lowest consideration): In accordance with the authorization granted by the Annual General Meeting and the resolution of the Managing Board the maximum amount to be paid to buy back a no-par value share must not be more than 10% higher than the average unweighted closing price on the Vienna Stock Exchange during the ten trading days preceding the exercise of this authorization. Therefore, in accordance with this authorisation the maximum share price for the share-buyback shall be EUR 61.699. The minimum price must not be below the proportional amount of the company’s share capital per share which corresponds to 1 EUR.
• Type of buyback: Buyback via the Stock Exchange (including multilateral trading systems).
• Reason for the buyback: Use of own shares for all purposes in accordance with the authorization granted by the Annual General Meeting on 29 March 2023, including as a contingency for future share option programs.
• Possible effects of the buy-back program on the listing of the issuing company: None.
• Number of options to be granted or already granted and distribution over employees, senior executives and individual members of the company’s boards or of the boards of its associated companies stating the respective number of shares available for subscription in each case if the issuing company intends granting or has already granted stock options within the time period pursuant to § 65(1), line 8, of the Austrian Corporation Act:
  Currently, 119 senior executives within ANDRITZ AG and its subsidiaries (the "ANDRITZ GROUP") are granted a total of 874,000 stock options from stock option programs, 16 employees within ANDRITZ Group are granted a total of 19,500 stock options from stock option programs and the current management board and supervisory members of ANDRITZ AG are granted a total of 232,500 stock options from stock option programs, thereof, Mr. Joachim Schönbeck 75,000 stock options, Mr. Norbert Nettesheim 42,500 stock options, Mr. Dietmar Heinisser 30,000 stock options, Mr. Jarno Nymark 40,000 stock options, Mr. Frédéric Sauze 7,500 stock options and Mr. Wolfgang Leitner 37,500 stock options. Each stock option entitles the holder to the purchase of one share.

Notice: The details on the transactions performed within the framework of the buyback program as well as any modifications of the buyback program are published on the website of ANDRITZ AG.

Notice: This publication serves for the purpose of publication pursuant to sect. 4 and sect. 5 of the Publication Ordinance 2018. This publication neither constitutes a public offering for the purchase of ANDRITZ shares, nor does it create an obligation for ANDRITZ AG or any of its subsidiaries to accept offers for the buyback of ANDRITZ shares.