EQS Post-admission Duties announcement: Andritz AG / Publication according
to § 119 (9) BörseG
Andritz AG: Other issuer/company information
26.05.2025 / 18:19 CET/CEST
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The issuer is solely responsible for the content of this announcement.
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Publication
pursuant to Section 119 para 9 Austrian Stock Exchange Act 2018
Report of the Management Board of ANDRITZ AG
on the intended sale of treasury shares
The Management Board of ANDRITZ AG (the "Company") submits the following
report to the shareholders of the Company in accordance with (analogously)
Section 153 para. 4 in conjunction with Section 159 para. 2 no. 3
Austrian Stock Corporation Act on the intended use of treasury shares of
the Company for the delivery of shares to employees of the Company and its
affiliated company ANDRITZ HYDRO GmbH:
Authorization by the Annual General Meeting:
The Management Board was authorized by resolution of the Annual General
Meeting on March, 29 2023 in accordance with Section 65 para. 1 no. 8
Austrian Stock Corporation Act for a period of 30 months from 1 October
2023 to acquire treasury shares in the Company to the maximum extent
permitted by law and, if necessary, to withdraw these shares in the
Company with the approval of the Supervisory Board without the Annual
General Meeting having to be consulted again beforehand. Trading in
treasury shares for the purpose of acquisition was expressly excluded. The
authorization may be exercised in full or in part or in several partial
amounts and in pursuit of one or more purposes by the Company, its
affiliated companies or for their account by third parties.
The Management Board was also authorized for a period of five years from
the date of the resolution, with the approval of the Supervisory Board, to
sell or use the acquired treasury shares in a manner other than via the
stock exchange or by means of a public offer for any legally permissible
purpose and also to exclude the shareholders' pro rata purchase rights
(exclusion of subscription rights). The authorization may be exercised in
whole or in part or in several partial amounts and in pursuit of one or
more purposes.
In accordance with Section 153 para. 4 in conjunction with Section 159
para. 2 no. 3 Austrian Stock Corporation Act, a separate report on the
intended sale of treasury shares must be published if treasury shares are
used to service share options or as a direct share grant or remuneration
as part of participation programs for employees, executives, Management
Board members and Supervisory Board members of a stock corporation or an
affiliated company, whereby Supervisory Board approval may be obtained at
the earliest two weeks after publication. This report complies with this
publication requirement.
On the exclusion of shareholders' repurchase rights:
The possibility of using treasury shares in a way other than via the stock
exchange or a public offer for the purpose of servicing the delivery
obligation to the employees of the Company and its affiliated company
ANDRITZ HYDRO GmbH would be in the interests of the Company and
proportionate in the event of implementation, as this allocation is
intended to recognize the performance of the employees and managers
entitled to subscribe. It also contributes to broadening the shareholder
structure, increasing the free float and thus maintaining the Company's
independence. It is furthermore intended to strengthen the loyalty of
employees and managers to their employer.
In accordance with the last sentence of Section 65 para. 1b Austrian Stock
Corporation Act, the sale of treasury shares to employees, senior
executives and/or members of the Management Board of the Company or a
company affiliated with the Company to service share options is justified
by law. The use of treasury shares to the exclusion of shareholders'
ability to acquire these shares does not result in the "typical" dilution
of shareholders. Initially, the proportion of existing shareholders or the
voting power from the existing shareholders' treasury shares only
"increased" because the Company repurchased the treasury shares on the
basis of corresponding authorizations from the Annual General Meeting and
the rights from these shares are therefore suspended as long as they are
held by the Company as treasury shares. A reduction in the sphere of the
individual existing shareholder only occurs when the Company reuses the
acquired treasury shares to the exclusion of the shareholders' purchase
option. After the treasury shares have been used, the shareholders have
the same status as they had before the Company acquired the treasury
shares in question. The shareholders will not suffer any significant
pecuniary disadvantage due to the small volume: the intended delivery only
concerns up to 56,008 shares of the Company (up to around 0.0538% of the
share capital of ANDRITZ AG). As of the date of this report, the Company
holds a total of 6,250,558 treasury shares, with a current total of
104,000,000 shares.
In addition, the extensive disclosure obligations in connection with the
use of treasury shares - also in connection with any other disclosure
obligations that apply to listed companies such as ANDRITZ AG - ensure
comprehensive transparency in connection with the use of treasury shares.
Furthermore, the exclusion of the repurchase right (subscription right) is
only possible with the approval of the Supervisory Board. The Company's
Management Board cannot decide on its own. The interests of existing
shareholders are not exposed to any particular risk as a result.
Overall, the exclusion of the repurchase right (subscription right) of
existing shareholders is therefore objectively justified.
Issue price, number and distribution of the shares to be sold:
The issue price of the ANDRITZ AG shares is EUR 47.70 (in words: Euro
forty-seven point seventy) (closing price on April 17, 2025 of EUR 53.00
less 10% discount per share).
As part of the allocation of shares to employees of the Company and its
affiliated company ANDRITZ HYDRO GmbH, a total of up to 56,008 ANDRITZ AG
shares will be allocated. This corresponds to 0.0538% of the Company's
total share capital and shares.
Each employee who is in a valid employment relationship with the Company
or its affiliated company ANDRITZ HYDRO GmbH as of April 17, 2025 and is
entitled to a bonus or premium and has accepted the offer for allocation
will receive a maximum of 62 ANDRITZ AG shares.
Possible effects of the sale on the listing of ANDRITZ AG shares: None.
Next steps:
After a period of at least two weeks after publication of this report and
the subsequent Supervisory Board approval resolution on the technical
implementation of the use of treasury shares and thereafter at the
earliest three trading days after publication of the intended use (resale)
of treasury shares, treasury shares in the Company may be delivered to
employees and managers subject to the conditions described above.
Delivery of shares: The allotment is expected to take place on or around
June 16, 2025.
Graz, May 26, 2025
The Management Board
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26.05.2025 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
2145748 26.05.2025 CET/CEST
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