EQS-News: Report by the Executive Board and Supervisory Board of ANDRITZ AG pursuant to Section 95 (6) in conjunction with Section 159 (2) line 3 of AktG concerning the planned implementation of the 2022 SOP

EQS-News: Andritz AG / Key word(s): Miscellaneous
Report by the Executive Board and Supervisory Board of ANDRITZ AG pursuant
to Section 95 (6) in conjunction with Section 159 (2) line 3 of AktG
concerning the planned implementation of the 2022 SOP

16.03.2022 / 19:05
The issuer is solely responsible for the content of this announcement.

══════════════════════════════════════════════════════════════════════════

Report by the Executive Board and Supervisory Board of ANDRITZ AG (FN
50935 f) pursuant to Section 95 (6) in conjunction with Section 159 (2)
line 3 of AktG (Austrian Stock Corporation Act) concerning the planned
implementation of the 2022 stock option program

Graz, March 16, 2022. Approximately 120 to 150 senior executives as well
as individual junior staff for future top management posts in the ANDRITZ
GROUP and also members of the Executive Board are to be included in the
ANDRITZ stock option program 2022. The number of shares allocated per
eligible senior executive can be up to 20,000, depending on the area of
responsibility, and for each Executive Board member 37,500. These options
are to be drawn from the pool of shares purchased under the corporate
buy-back program. In total, the maximum number of stock options that can
be issued is 1,500,000.

The ANDRITZ 2022 stock option program takes account of financial and also
non-financial goals and features the following criteria:

Criterion a): Share price performance
30% of the options granted to each person can be exercised between May 1,
2025 and April 30, 2029 (= period of exercise), but only if

– the average unweighted closing price of the ANDRITZ share during 20
successive trading days in the period between May 1, 2024 and April 30,
2025 is at least 10% above the exercise price

or if

– the average unweighted closing price of ANDRITZ shares during 20
successive trading days in the period between May 1, 2025 and April 30,
2026 is at least 15% above the exercise price calculated and

Criterion b): EBITA margin
60% of the options granted to each person can be exercised between May 1,
2025 and April 30, 2029 (= period of exercise), but only if the EBITA
margin for the 2022, the 2023 or the 2024 business year amounts to at
least 7.5%:

– EBITA margin < 7.5%: No options may be exercised.

– EBITA margin 7.5% up to and including 8.9%: Aliquot options can be
exercised depending on the amount of the EBITA margin.

– EBITA margin 9.0% or more: 100% can be exercised.

In order to determine the EBITA margin, the consolidated financial
statements of the applicable year with an unqualified auditor’s report are
relevant. The EBITA margin is calculated on the basis of the EBITA
excluding any extraordinary expenses or extraordinary earnings. If there
is any doubt, the Audit Committee of the Supervisory Board shall decide.

Criterion c): Accident Frequency Rate (AFR 1) – Number of accidents with
one or more days of absence per one million working hours
10% of the options granted to each person can be exercised between May 1,
2025 and April 30, 2029 (= period of exercise), but only if the Accident
Frequency Rate (AFR1 ) is <=2.4 in 2022, <=1.7 in 2023 or <= 1.2 in 2024.

Based on the AFR 1 goal of 3.4 for 2021, it is the target during the
following three years to reduce AFR 1 every year by at least 30% compared
to the preceding year.
As a consequence, the following AFR 1 goals are relevant for exercise of
the stock options:

– Year 2022: AFR 1 <=2.4

– Year 2023: AFR 1 <=1.7

– Year 2024: AFR 1 <=1.2

If in one of these three years the defined AFR 1 rate is achieved or is
even lower, the conditions
for exercising the options are met according to criterion c).

The three criteria are independent from each other. Provided that the
terms and conditions of exercise according to one of the criteria a), b)
or c) are fulfilled, 50% of the options assigned to the respective
criteria can be exercised immediately upon commencement of the exercise
period, and 25% of the options can be exercised after three months, with
the remaining 25% being exercisable after a further three months.

In order to exercise a share option, the eligible person must, in
principle, have been in active employment with the company or one of the
subsidiaries of the ANDRITZ GROUP as from June 1, 2022 until any exercise
of the options. Another requirement is a personal investment in ANDRITZ
shares.

The exercise price of the options is the unweighted average closing price
of the ANDRITZ share in the four calendar weeks following the 115th Annual
General Meeting, held on April 7, 2022.

One share option entitles the holder to the purchase of one share. The
total number of shares that can be purchased can not exceed the number of
options issued. The share options are not transferable. The shares
purchased under the stock option program are not subject to a ban on sales
over a certain period.

The Executive Board and Supervisory Board of ANDRITZ AG

══════════════════════════════════════════════════════════════════════════

16.03.2022 This Corporate News was distributed by EQS Group AG.
www.eqs.com

══════════════════════════════════════════════════════════════════════════

Language: English
Company: Andritz AG
Stattegger Straße 18
8045 Graz
Austria
Phone: +43 (0)316 6902-0
Fax: +43 (0)316 6902-415
E-mail: welcome@andritz.com
Internet: www.andritz.com
ISIN: AT0000730007
Indices: ATX
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 1304517

 
End of News EQS News Service

1304517  16.03.2022 

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at
© Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender