EANS-News: ANDRITZ AG
PUBLICATION of the planned resale of purchased own
shares pursuant to Stock Exchange Act sec. 82 para 9 in conjunction with
Publication Regulation 2002 sections 4 and 5 (Official Gazette II 2002/112)
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Company Information
Graz (euro adhoc) - The 101st Annual General Meeting of Shareholders of the Company held on March 27, 2008 authorized the Company´s Executive Board for a period of 30 months starting on October 1, 2008 to buy back shares up to 10% of the capital stock (including own shares purchased previously by the Company), amongst others for the purpose mentioned in Corporation Act sec. 65 para. 1 sub-para. 4.
The Company´s Executive Board decided, after consulting the Company´s Supervisory Board, to make use of this authorization and to purchase own shares under a share buy-back program, amongst others for the purpose mentioned in Corporation Act sec. 65 para. 1 sub-para. 4 (use of purchased shares for a share option program for the benefit of employees, senior managers, and members of the Executive Board or the Supervisory Board of the Company or an affiliate). The decisions of the Company´s Executive Board taken after consultation of the Company´s Supervisory Board and the buy-back programs have each been published pursuant to Stock Exchange Act sec. 82 para. 8 in conjunction with Publication Regulation sections 4 and 5. These publications have also been posted in the Internet on the Company´s website at http://www.andritz.com under share buy-back program.
The 101st Annual General Meeting of Shareholders also expressly authorized the Executive Board of the Company to re-sell purchased own shares after consultation of the Supervisory Board.
The report of the Executive Board and the Supervisory Board concerning the planned resale of own shares under the 2008 share option program for senior managers and members of the Executive Board (the "2008 share option program") was published on March 8, 2011 and has from that time on been available for inspection at the Company´s premises.
On March 23, 2011, the Executive Board decided to re-sell own shares in order to service the 2008 share option program. The Supervisory Board of the Company approved this decision by the Executive Board on March 23, 2011.
By way of this publication, the decision of the Executive Board, which the Supervisory Board has fully approved and on the basis of which it has taken an identical decision, is published and the planned resale of own shares for servicing the 2008 share option program is made known (Stock Exchange Act sec. 82 para. 9 in conjunction with Publication Regulation sections 4 and 5).
1. Date of resolution of authorization by the Annual General Meeting of Shareholders for the buy-back and resale: March 27, 2008.
2. Date and method of publication of the authorization resolution: March 29, 2008, pursuant to Stock Exchange Act sec. 82 para. 8, in the Official Gazette of Wiener Zeitung.
3. Start and probable duration of the resale program: March 30, 2011 until April 30, 2012.
4. Type of shares to which the resale program pertains: no-par value shares of the Company, issued to bearer (uniform type of shares).
5. Planned volume of the resale of own shares, especially also the percentage of the shares to be resold in the capital stock: up to 1,046,000 no-par value shares of the Company issued to bearer, i.e. approximately 2.01% of the Company´s capital stock.
6. Highest and lowest price to be achieved per share (subscription price): EUR 35.44.
7. Method and purpose of the resale of own shares, especially whether the resale is to be carried out via the stock exchange and/or outside the stock exchange: The shares will be sold to option holders under the 2008 share option program. The resale is carried out outside the stock exchange.
8. Possible effects of the resale program on the admission of the Company´s shares to the stock exchange: none.
9. Number and allocation of the options granted: Under the 2008 share option program, senior managers and members of the Executive Board of the Company were granted a total of 1,100,000 options. A total of 75 managers and five members of the Executive Board participated in the 2008 share option program. Option rights were granted to senior managers to buy 6,000, 10,000 or 20,000 shares (the number depending on the management level), to each Executive Board member (Papst, Hofmann, Köfler, Hornhofer) to buy 40,000, and to the CEO (Leitner) to buy 50,000 shares of ANDRITZ AG. No options were granted to employees and (other) members of the Company´s boards under the 2008 share option program. Currently, 70 senior managers as well as the five Executive Board members are participants in the share option program holding a total of 1,046,000 options. Each option entitles the holder to purchase one no-par value share of the Company issued to bearer.
The Company will publish all further information in connection with the resale of the shares under the 2008 share option program pursuant to Publication Regulation sections 6 and 7 in the Internet on its website at http://www.andritz.com.
Graz, March 2011 The Executive Board
end of announcement euro adhoc --------------------------------------------------------------------------------
Contact:
Dr. Michael Buchbauer
Head of Group Treasury, Corporate Communications & Investor Relations
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
mailto:michael.buchbauer@andritz.com
Branche: Machine Manufacturing
ISIN: AT0000730007
WKN: 632305
Index: WBI, ATX Prime, ATX
Börsen: Wien / official market