Andritz AG

EANS-General Meeting: Andritz AG
Invitation to the General Meeting


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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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We herewith invite our shareholders to the

108th Annual General Meeting of Shareholders
on Thursday, March 26, 2015 at 10.30 a.m.
Venue: Steiermarksaal at Grazer Congress,
Schmiedgasse 2, 8010 Graz, Austria.


Agenda

1. Presentation of the audited Financial Statements including Management 
   Report, the Corporate Governance Report, the Consolidated Financial 
   Statements including Consolidated Management Report, and the Supervisory 
   Board's Report, each for the 2014 business year.

2. Resolution on the use of the Net Earnings shown in the Financial Statements
   as of December 31, 2014.

3. Resolution on discharge of the Executive Board members for the 2014 
   business year.

4. Resolution on discharge of the Supervisory Board members for the 2014
   business year.

5. Resolution on the remuneration for the Supervisory Board members for the
   2014 business year.

6. Appointment of the auditor for the Financial Statements and Consolidated 
   Financial Statements for the 2015 business year.

7. Appointments to the Supervisory Board.
 
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents will be available on the Company's Internet site at
www.andritz.com as from March 5, 2015 pursuant to sec. 108 AktG, and at the
General Meeting:

- Financial Statements including Management Report
- Corporate Governance Report
- Consolidated Financial Statements including Consolidated Management Report
- Proposal on the use of Net Earnings
- Report by the Supervisory Board
each relating to the 2014 business year
- Text of this convocation
- Draft resolutions for items 2 to 7 on the agenda
- Statements in compliance with sec. 87 para. 2 AktG and curricula vitae of 
  the candidates to be appointed to the Supervisory Board under item 7 on 
  the agenda   
- Forms for appointing and revoking appointment of a proxy 

INFORMATION ON SHAREHOLDER RIGHTS UNDER SECTIONS 109, 110, 118, AND 119 AKTG

Requests by shareholders for additions to the agenda 
Shareholders whose individual or aggregate shareholding equals 5% or more of the
Company's share capital may request in writing that additional items be put on
the agenda for this Annual General Meeting and be made public provided they have
held this stake for a minimum of three months before the request is made. A
written request in this regard must be sent to ANDRITZ AG, 8045 Graz, Stattegger
Strasse 18, Investor Relations Department, Dr. Michael Buchbauer, or by fax (+43
316 6902 425) by March 5, 2015, at the latest. Confirmation of holdings in
accordance with sec. 10a AktG shall suffice as proof of shareholder status. The
confirmation of holdings, which must not be more than seven days old on the date
of submission to the Company, shall confirm that the shareholder has held the
shares for a minimum of three months on the date of making the request. For all
other requirements concerning the confirmation of holdings, please refer to the
information on the right to participate.

Draft resolutions by shareholders concerning items on the agenda
Shareholders whose individual or aggregate shareholding equals 1% or more of the
Company's share capital may submit draft resolutions, accompanied by a statement
of the respective reasons, in text form for each item on the agenda and request
publication of the draft resolution and statement of the reasons therefore on
the Company's Internet site. A request in text form in this regard must be sent
to the Company not later than March 17, 2015, either by fax (+43 316 6902 425),
by mail to ANDRITZ AG, 8045 Graz, Stattegger Strasse 18, Investor Relations
Department, Dr. Michael Buchbauer, or by e-mail to
michael.buchbauer@andritz.com. Confirmation of holdings in accordance with sec.
10a AktG, which must not be more than seven days old on the date of submission
to the Company, shall suffice as proof of the shareholder status for exercise of
this shareholder right. For all other requirements concerning the confirmation
of holdings, please refer to the information on the right to participate.

Shareholders' right to information
Each shareholder shall have the right to ask questions on Company matters and
have these questions answered in the Annual General Meeting to the extent that
the information requested is necessary for proper evaluation of one of the items
on the agenda.

Submitting motions during the Annual General Meeting
Each shareholder has the right to submit motions for each item on the agenda
during the Annual General Meeting. Motions by shareholders regarding the
appointment of a Supervisory Board member require timely submission of a draft
resolution in accordance with section 110 AktG.

Further information on shareholder rights under sections 109, 110, 118, and 119
AktG is available on the Company's Internet site at www.andritz.com.

RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
The right to participate in the Annual General Meeting, the right to vote, and
to exercise all other shareholder rights during the Annual General Meeting
depend on the shares held at the end of March 16, 2015 (record date).

Participation is limited to persons who are in possession of shares on the
record date and supply proof thereof to the company.

Confirmation of holdings on the record date pursuant to sec. 10a AktG shall
suffice as proof of shareholding. This confirmation of holdings must be
delivered to the Company not later than March 23, 2015 at one of the following
addresses:


By mail:   ANDRITZ AG
           c/o HV-Veranstaltungsservice GmbH
           Köppel 60
           8242 St. Lorenzen am Wechsel
           Austria

By fax:    +43 (1) 8900 500 ext. 94 

By e-mail: anmeldung.andritz@hauptversammlung.at
           (confirmation of holdings, e.g. in PDF format, attached to e-mail)

or

by SWIFT:  GIBAATWGGMS (message type MT598, please be sure to quote 
           ISIN AT0000730007)
   

CONFIRMATION OF HOLDINGS IN COMPLIANCE WITH SEC. 10a AKTG
Confirmation of holdings shall be issued by the depositary bank based in a
member state of the European Economic Area or in a full member state of the OECD
and shall contain the following information:

- Information on the issuer: name/company and address or code commonly used 
  in business between banks (SWIFT Code),
- Information on the shareholder: name/company, address, date of birth for
  natural persons, register and register number for legal persons,
- Information on the shares: number of shares held by the shareholder, 
  ISIN AT0000730007,
- Number or other identification of the securities deposit account,
- Date to which the confirmation of holdings refers.

The confirmation of holdings as proof of the shareholding for participation in
the General Meeting shall refer to the record date stated above, i.e. March 16,
2015.

Confirmation of holdings shall be accepted in German and English.

Registration for the Annual General Meeting and submission of confirmation of
holdings do not block shareholders' actions. Shareholders will still be free to
trade their shares at their own discretion.

PARTICIPATION BY PROXY
Each shareholder entitled to attend the Annual General Meeting has the right to
appoint a proxy holder who may attend the Meeting on his/her behalf, vested with
the same rights as the shareholder.

Proxy must be conferred on a specific person (natural or legal) in text form. It
is possible to appoint several proxy holders.

The document of appointment of a proxy holder shall be delivered to the Company
not later than Tuesday, March 24, 2015, 4.00 p.m. at one of the following
addresses:


By mail:    ANDRITZ AG
            c/o HV-Veranstaltungsservice GmbH
            Köppel 60
            8242 St. Lorenzen am Wechsel
            Austria

By fax:     +43 (1) 8900 500 ext. 94

By e-mail:  anmeldung.andritz@hauptversammlung.at
            (the proxy must be attached to the e-mail in text form, 
            e.g. as a PDF file)

By SWIFT:   GIBAATWGGMS(message type MT598, please be sure to quote 
            ISIN AT0000730007)  

After this date, on the day of the Annual General Meeting only:

Personally: at the meeting venue when registering for the Annual General Meeting

A form for appointment of a proxy holder and a form for revocation of proxy will
be sent to shareholders upon request or can be downloaded from the Company's
Internet site at www.andritz.com.

The above-stated requirements for appointment of a proxy holder shall apply
mutatis mutandis for revocation of proxy.

If a shareholder has appointed his/her depositary bank as proxy holder, the bank
need only submit notification of its appointment as a proxy holder in addition
to the confirmation of holdings. 

TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the date of convocation of the Annual General Meeting, the Company's share
capital amounts to EUR 104,000,000.- and is divided into 104,000,000 no-par
value shares. Each share represents one vote. The Company holds 794,107 own
shares at the date of convocation of the General Meeting. No rights accrue to
the Company from these shares. Thus, the total number of shares entitled to
participate and vote amounts to 103,205,893 at the date of convocation of the
General Meeting.

To allow for a smooth admission procedure, shareholders are requested to arrive
in good time before the General Meeting starts and identify themselves at the
registration counter presenting confirmation of holdings or valid photo-bearing
identification (driver's license, passport, ID card). Admission to collect
voting cards will begin at 10.00 a.m.

A special service has been set up for shareholders who are prevented from taking
part in the Annual General Meeting in person. These shareholders can have their
voting rights in the Annual General Meeting exercised by an independent proxy
exercising the voting rights entirely according to and bound by the instructions
of the shareholder in question. All shareholders wishing to avail themselves of
this service, which is provided free of charge, are requested to contact Dr.
Michael Buchbauer, ANDRITZ AG: phone: +43 (316) 6902 2979, fax +43 (316) 6902
425, or e-mail: michael.buchbauer@andritz.com. 


Graz, February 2015

The Executive Board


Further inquiry note:
Dr. Michael Buchbauer
Head of Investor Relations
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
mailto:michael.buchbauer@andritz.com

end of announcement                               euro adhoc 
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issuer:      Andritz AG
             Stattegger Straße 18
             A-8045 Graz
phone:       +43 (0)316 6902-0
FAX:         +43 (0)316 6902-415
mail:     welcome@andritz.com
WWW:      www.andritz.com
sector:      Machine Manufacturing
ISIN:        AT0000730007
indexes:     WBI, ATX Prime, ATX, ATX five
stockmarkets: official market: Wien 
language:   English
 

 

 

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