EANS-News: Andritz AG
Publication of the resolution to use a buy-back
authorization,
and publication of the buy-back program:
-------------------------------------------------------------------------------- Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. --------------------------------------------------------------------------------
Buybacks
Graz (euro adhoc) - 1. Date of resolution of authorization by the Annual General Meeting of
Shareholders: March 29, 2011
2. Date and method of publication of the resolution: March 30, 2011, Official
Gazette of Wiener Zeitung
3. Start and probable duration of the buy-back program: April 6, 2011 until
September 30, 2013
4. Type of shares to which the buy-back program pertains: no-par value shares
of ANDRITZ AG, issued to bearer
5. Planned volume (number of shares) of the buy-back: up to 10% of the capital
stock of ANDRITZ AG, including shares purchased previously by the Company
6. Lowest price: amount represented by each share in the capital stock.
Highest price: The highest price per share must not exceed the average
unweighted closing price over the ten preceding trading days by more than
10%.
7. Method and purpose of buy-back of own shares, in particular whether the buy-
back is to be carried out via the stock exchange and/or outside the stock
exchange, whether a take-over offer will be made in the course of the buy-
back, whether the shares will be cancelled or possibly re-sold or whether
they are to be used for the purpose of an employee participation scheme:
Buy-back of ANDRITZ shares under this buy-back program will be handled via
the Vienna Stock Exchange. No take-over offer will be made in conjunction
with the buy-back. The purpose of the buy-back is to improve the supply and
demand for ANDRITZ shares on the Vienna Stock Exchange, with the company
being barred from trading its own shares for profit-making. Shares will not
be cancelled in conjunction with this buy-back program. The Company
reserves the right to use any of its own shares bought back also for a
share option program for the benefit of its employees, senior managers, and
members of the Executive Board and the Supervisory Board of the Company or
of an affiliated company. In this case, the issuer will make publicly
known - without any delay - the number and distribution of the share
options to be granted in accordance with sec. 6, para. 1, Publication
Regulation.
In addition, the company reserves the right to use purchased own shares as
a consideration in the acquisition of companies, businesses, business
units, or shares in companies. The Company reserves the right to re-sell
purchased own shares via the Vienna Stock Exchange.
8. Possible effects of the buy-back program on the admission of the issuer´s
shares to the Stock Exchange: none
9. Number and allocation of the share options to be granted or already granted
to employees, senior managers, and the individual members of the Boards of
the Company or of an affiliated company, indicating the number of
subscribable shares in each case, if the issuer intends to grant share
options within the time period stipulated by sec. 65 para. 1 sub-para. 8
AktG or has previously granted share options:
60 executives and five members of the Executive Board participated in the
2006 share option program adopted in May 2006. Under this program, which
ended on April 30, 2010, a total of 944,000 options were granted of which
852,000 were exercised and thus 852,000 shares were purchased.
In May 2008, 94 executives of the ANDRITZ GROUP and the Executive Board
members of ANDRITZ AG were offered the opportunity to participate in a
stock option program (2008 share option program). Option rights were
granted to executives to buy 6,000, 10,000 or 20,000 shares (depending on
the executive level), to each Executive Board member to buy 40,000, and to
the CEO to buy 50,000 shares of ANDRITZ AG; participation required an
investment of EUR 20,000 for each executive and EUR 40,000 for each
Executive Board member in ANDRITZ shares from own funds. The exercise price
(= EUR 35.44) is the average unweighted closing price of ANDRITZ shares
during the four calendar weeks following the 101st Annual General Meeting
on March 27, 2008. A total of 75 executives and five members of the
Executive Board participated in the share option program and held a total
of 1,100,000 options. Currently, 70 executives as well as the five members
of the Executive Board are participants in the share option program and
together hold 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.
In May 2010, 107 executives of the ANDRITZ GROUP and the Executive Board
members of ANDRITZ AG were offered the opportunity to participate in a
stock option program (2010 share option program). Option rights were
granted to executives to buy 6,000, 10,000, 15,000 or 20,000 shares
(depending on the executive level), to each Executive Board member to buy
40,000, and to the CEO to buy 50,000 shares of ANDRITZ AG; participation
required a minimum investment of EUR 20,000 for each executive, and EUR
40,000 for each Executive Board member in ANDRITZ shares from own funds.
The exercise price (= EUR 46.36) is the average unweighted closing price of
ANDRITZ shares during the four calendar weeks following the 103rd Annual
General Meeting on March 26, 2010.
A total of 73 executives and five members of the Executive Board
participated in the share option program. The total number of stock options
held by the participants is 1,033,000.10. Modifications and the transactions carried out will be published exclusively via the ANDRITZ AG web site (www.andritz.com).
Graz-Andritz, 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