euro adhoc: Andritz AG
other
Andritz AG: Publication of the planned resale
of purchased shares pursuant to Stock Exchange Act Article 82 para. 9 in
conjunction with Publication Regulation 2002 Articles 4 and 5 (Federal Law
Gazette II 2002/112).
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
11.06.2008
The 98th Annual General Meeting of Shareholders of the Company held on 30 March 2005 authorized the Company´s Executive Board to buy back shares over a period of 18 months starting on 1 October 2005. This authorization expired on 31 March 2007. The 100th Annual General Meeting of Shareholders extended the Company´s Executive Board´s authorization to buy back shares by a further 18 months starting on 1 April 2007 and up to 10% of the capital stock (taking the own shares already purchased by the Company into account), amongst others for the purpose mentioned in Corporation Act Article 65, para. 1, fig. 4.
The Company´s Executive Board decided - after integration of the Company´s Supervisory Board - to make use of this authorization and to purchase own shares under a share buyback program, amongst others for the purpose mentioned in Corporation Act Article 65, para. 1, fig. 4 (use of purchased shares for a share option program for employees, Managers, Members of the Executive Board or the Supervisory Board of the Company or an affiliate.) The decisions of the Company´s Executive Board taken with integration of the Company´s Supervisory Board and the buyback programs have been published pursuant to the Stock Exchange Act Article 82 para. 8 in conjunction with Publication Regulation Articles 4 and 5. The publications have also been published in the Internet on the Company´s web site at http://www.andritz.com, "share buyback program".
The 100th Annual General Meeting of Shareholders also expressly authorized the Executive Board of the Company to re-sell purchased own shares after integration of the Supervisory Board.
The report of the Supervisory Board concerning the planned resale of own shares under the share option program for Managers and Members of the Executive Board 2006 (in the following referred to as the "share option program 2006") was published on 27 May 2008 and has from that time on been available for inspection at the Company´s premises.
On 11 June 2008, the Executive Board decided to re-sell own shares in order to service the share option program 2006. The Supervisory Board approved this decision by the Executive Board on 11 June 2008 and took an identical decision.
By way of the current 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, and the planned resale of own shares for servicing the share option program 2006 is made known (Stock Exchange Act Article 82 para. 9, in conjunction with the Publication Regulation Articles 4 and 5).
1. Day of the authorization resolution of the Annual General Meeting of Shareholders for the buyback and resale: 29 March 2007.
2. Day and method of publication of the authorization resolution: 31 March 2007, pursuant to Stock Exchange Act Article 82, para. 8, in the Official Gazette of Wiener Zeitung.
3. Beginning and expected end of the resale program: 17 June 2008 until 30 April 2010.
4. Type of shares to which the resale program relates: 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 after the share split entered in the Companies Register on 24 April 2007: up to 898,000 no-par value shares of the Company, issued to bearer, i.e. approx. 1.73% of the Company´s capital stock.
6. Highest and lowest value to be achieved per share (subscription price) after the share split entered in the Companies Register on 24 April 2007: EUR 31.67.
7. Type 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 share option program 2006. The resale is carried out outside the Stock Exchange.
8. Effects, if any, of the resale program on the listing of the shares of the Company: none.
9. Number and apportionment of the options granted under the share option program 2006: Managers and Members of the Executive Board of the Company were granted a total of 898,000 options, with each option entitling the holder to purchase one no-par value share of the Company issued to bearer. A total of 59 Managers and 5 Members of the Executive Board participated in the share option program 2006. Option rights were granted entitling Managers to buy 6,000, 10,000 or 20,000 shares of Andritz AG each (the number depending on the management level), the Members of the Executive Board to buy 40,000 each, and the CEO to buy 50,000. No options were granted to employees and (other) members of the Company´s boards under the share option program 2006.
The Company will publish all further information in connection with the resale of the shares under the share option program 2006 pursuant to Publication Regulation Articles 6 and 7 on its Internet web site at http://www.andritz.com.
The Executive Board, Graz, 11 June 2008
end of announcement euro adhoc
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
Branche: Machine Manufacturing
ISIN: AT0000730007
WKN: 632305
Index: WBI, ATX Prime, ATX
Börsen: Wiener Börse AG / official dealing