EQS-CMS: Andritz AG: Other issuer/company information

EQS Post-admission Duties announcement: Andritz AG / Publication according
to § 119 (9) BörseG
Andritz AG: Other issuer/company information

09.05.2025 / 11:54 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
News – a service of EQS Group.
The issuer is solely responsible for the content of this announcement.

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ANDRITZ AG / Other Capital Measures

ANDRITZ AG: Planned sale of treasury shares within the framework of the
2022 share option plan (SOP 2022)

Graz 8 May 2025

Under the SOP 2022, a total of 1,020,000 share options were offered to the
members of the Executive Board, senior managers, and individual junior
managers of the ANDRITZ GROUP. For around 86% of the issued share options
the exercise criteria have been fulfilled, that is 877,415 options. From
May 2025 up to and including 30 April 2029 („Exercise Window“), all share
options issued under the SOP 2022 can be exercised by the beneficiaries on
a staggered basis. The exercise price is EUR 38.80.

To service the SOP 2022 it is now planned to sell up to 877,415 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 38.80 per share out of own treasury shares. 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 38.80 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: 8 May 2023 until 30
April 2029.
 3. Share class: bearer shares (ISIN AT0000730007)
 4. Intended volume of the sale: up to 877,415 own shares of ANDRITZ AG
(up to approximately 0,83% 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 2022 to beneficiaries:
EUR 38.80. 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
ANDRITZ SOP 2022.
 8. Number of share options granted: In aggregate 877.415. Thereof,
804,315 are attributable to employees and senior employees as well as
73,100 to members of the Executive Board as follows: Joachim
Schönbeck: 32,250, Dietmar Heinisser: 17,200,: Frederic Sauze: 6,450
Jarno Nymark: 17.200.
 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
(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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09.05.2025 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

2134318  09.05.2025 CET/CEST

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