EQS-CMS: Andritz AG: Other admission duties to follow

EQS Post-admission Duties announcement: Andritz AG / Planned sale of
   treasury shares within the framework of the 2020 share option plan
   Andritz AG: Other admission duties to follow

   27.04.2023 / 18:00 CET/CEST
   Dissemination of a Post-admission Duties announcement transmitted by EQS
   News - a service of EQS Group AG.
   The issuer is solely responsible for the content of this announcement.

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   ANDRITZ AG: Planned sale of treasury shares within the framework of the
   2020 share option plan

   Graz, April 27, 2023

   In the 113th Annual General Meeting of ANDRITZ AG ("ANDRITZ") on 7 July
   2020, the ANDRITZ Share Option Plan 2020 ("SOP") was approved. Under the
   SOP, a total of 909,000 share options were issued to the members of the
   Executive Board, senior managers, and individual junior managers of the
   ANDRITZ GROUP. All SOP exercise criteria have been fulfilled.

   From 1 May 2023 up to and including 30 April 2027 ("Exercise Window"), all
   share options issued under the SOP can be exercised by the beneficiaries
   on a staggered basis. The exercise price is EUR 31.20.

   To service the SOP, the Executive Board has decided to sell up to 909,000
   of treasury shares, depending on the receipt of effective exercise
   declarations from the beneficiaries in the respective Exercise Window and
   their actual number. If the SOP beneficiary chooses the physical delivery
   of shares, these shares will be sold to the SOP beneficiary concurrently
   against payment of EUR 31.20 per share.

   If the SOP beneficiary chooses the cash settlement alternative, the
   treasury shares concerned will be sold over the stock exchange and the
   difference between the average selling price of the shares and EUR 31.20
   will be transferred to the SOP beneficiary, taking into account any
   necessary tax deductions.

   The following information on the planned sale of own shares is published
   in accordance with § 5 para 2 of the Publication Ordinance 2018:

   Sale of treasury shares:

    1.  Day of the authorisation resolution of the general meeting pursuant
       to § 65 para 1 no. 8 Stock Corporation Act (AktG): The sale of
       treasury shares over the stock exchange as well as the sale to the
       group of persons specified in § 65 para 1 no. 4 AktG does not require
       an authorisation by the general meeting.
        
    2. Commencement and expected duration of the sale: 4 May 2023 (inclusive)
       until 5 May 2027 (inclusive).
        
    3. Share class: bearer shares (ISIN AT0000730007)
        
    4. Intended volume of the sale: up to 909,000 own shares of ANDRITZ AG
       (up to approximately 0.874% of the share capital of ANDRITZ AG),
       depending on the receipt of effective exercise declarations in the
       respective Exercise Window
        
    5. Highest and lowest consideration per share: In the event of physical
       delivery of the shares under the ANDRITZ SOP 2020 to beneficiaries:
       EUR 31.20. In the event of sale via the stock exchange, the shares
       will be sold at the respective stock exchange price.
        
    6. Type of sale: On the stock exchange and off-market.
        
    7. Purpose of the sale: servicing the claims of beneficiaries under the
       ANDTRITZ SOP 2020.
        
    8. Number of share options granted: In aggregate 909,000. Thereof,
       721,500 are attributable to employees and senior employees as well as
       187,500 to (former) members of the Executive Board as follows:
       Wolfgang Leitner: 37,500, Joachim Schönbeck: 37,500, Humbert Köfler:
       37,500, Norbert Nettesheim: 37,500, Wolfgang Semper: 37,500.
        
    9. Effects of the sale on the listing of the shares: Not applicable.

   Note pursuant to § 5 para 4 of the Publication Ordinance 2018: The details
   of transactions carried out to be published pursuant to § 7 of the
   Publication Ordinance 2018 and any changes to be published pursuant to § 6
   of the Publication Ordinance 2018 will be published on the website of
   ANDRITZ AG
   ([1]www.andritz.com/group-en/investors/share/sale-and-buy-back-of-shares).

   Disclaimer:
   This announcement is a mandatory announcement pursuant to § 65 para 1a
   Stock Corporation Act, § 119 para 9 Stock Exchange Act 2018 in connection
   with § 5 Publication Ordinance 2018.

   This announcement does not constitute an offer to sell or a solicitation
   of an offer to buy the shares referred to herein in any jurisdiction,
   including the United States of America, Australia, Canada or Japan. This
   communication has been prepared solely for the purpose of complying with
   mandatory legal requirements. The information contained herein may not be
   distributed in any jurisdiction where such distribution is not authorised
   and all recipients are requested to inform themselves about and to observe
   any such restrictions.

   Any sale by ANDRITZ AG of the shares referred to herein will only be
   effected in accordance with all applicable corporate and securities laws,
   including the expiry of the statutory period for the exclusion of the
   purchase right of existing shareholders and the obtaining of the necessary
   approvals under corporate law. 

   In the event of the consummation of any transaction, the shares referred
   to herein will only be offered or sold by taking advantage of exemptions
   from the prospectus and registration requirements in all jurisdictions,
   including the European Union and the United States of America.

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   27.04.2023 CET/CEST

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   Language: English
   Company:  Andritz AG
             Stattegger Straße 18
             8045 Graz
             Austria
   Internet: www.andritz.com


    
   End of News EQS News Service


   1619577  27.04.2023 CET/CEST

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