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

105th Annual General Meeting of Shareholders
on Thursday, March 22, 2012 at 10:30 a.m.
Venue: Steiermarksaal at Grazer Congress,
Schmiedgasse 2, 8010 Graz, Austria.

Agenda

1. Presentation of the audited Financial Statements including Status Report
and Corporate Governance Report as of December 31, 2011, as well as the
Consolidated Financial Statements including Consolidated Status Report as
of December 31, 2011, and the Supervisory Board´s Report for the 2011
business year.

2. Resolution on distribution of the Net Earnings shown in the Financial
Statements as of December 31, 2011.

3. Resolution on discharge of the Executive Board Members for the 2011
business year.

4. Resolution on discharge of the Supervisory Board Members for the 2011
business year.

5. Resolution on the remuneration for the Supervisory Board Members for the
2011 business year.

6. Appointment of the auditor for the Financial Statements and Consolidated
Financial Statements for the 2012 business year.

7. Appointment of one person to the Supervisory Board.

8. Resolution on a share split in a ratio of 1:2, whereby the number of shares
will increase to 104,000,000 and the proportionate amount of the stock
capital will be EUR 1.- per no-par value share in the future, and on the
corresponding amendment to the Company´s Articles of Association in Article
4, para. (2).

9. Resolution on the amendment to the Articles of Association in Articles 6
and 20, para. (1), to comply with the modified legal requirements, in
particular as a result of the Austrian Company Law Amendment Act 2011.

10. Resolution on a share option program.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING As of March 1, 2012, the
following documents will be available for inspection by the
shareholders at the Company´s headquarters at 8045 Graz, Stattegger
Strasse 18, Investor Relations Department, Dr. Michael Buchbauer:

- Financial Statements including Status Report, - Corporate
Governance Report, - Consolidated Financial Statements including
Consolidated Status Report, - Proposal on the use of Net Earnings, -
Report by the Supervisory Board, each relating to the 2011 business
year; - Draft resolutions, - Curriculum vitae of the candidate to be
appointed to the Supervisory Board under item 7 on the agenda and
statement in compliance with sec. 87 para. 2 AktG, - Comparison of
the previous and new versions of the Articles of Association, - Draft
for share option program 2012.

Each shareholder will be sent a copy of the aforementioned documents
upon request immediately and free of charge.

These documents, as well as the complete text of this convocation and
the forms for appointing and revoking appointment of a proxy, will
also be available on the Company's Internet site at www.andritz.com
as from March 1, 2012, and at the General Meeting.

INFORMATION ON SHAREHOLDER RIGHTS UNDER SECTIONS 109, 110, and 118
AktG Shareholders whose 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 delivered to ANDRITZ AG, 8045 Graz, Stattegger Strasse 18,
Investor Relations Department, Dr. Michael Buchbauer, or by fax (+43
316 6902 425) by March 1, 2012, at the latest. For shares held in a
securities deposit account, 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.

Shareholders whose 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 delivered to the
Company not later than March 13, 2012, 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 (a request in text form, e.g. as a PDF
file, must be attached to the e-mail). For shares held in a
securities deposit account, 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.

For bearer shares not held in a securities deposit account, written
confirmation by a notary public shall suffice as proof, to which the
requirements as stated above shall apply mutatis mutandis.

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.

Further information on shareholder rights under sections 109, 110,
and 118 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 12, 2012
(record date).

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

Bearer shares held in a securities deposit account For bearer shares
held in a securities deposit account, 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 not
later than March 19, 2012 to one of the following addresses only:

By mail: ANDRITZ AG
Investor Relations
Att. Dr. Michael Buchbauer
Stattegger Strasse 18
8045 Graz/Austria

By fax: +43 (316) 6902 425

or

by e-mail: michael.buchbauer@andritz.com

Transmission by SWIFT is not permissible (sec. 262 para. 20 AktG).

Bearer shares not held in a securities deposit account For bearer
shares not held in a securities deposit account, written confirmation
by an Austrian notary public shall be delivered to the Company not
later than March 19, 2012 at one of the aforementioned company
addresses only.

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 shall refer
to the record date stated above, i.e. March 12, 2012.

Confirmation of holdings shall be accepted in German and English.

Giving notice of their intention to participate in the Annual General
Meeting and submission of confirmation of holdings do not block
shareholders´ actions with regard to their shares. 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.

Transmission of the document of appointment of a proxy holder by
SWIFT is not permissible (sec. 262 para. 20 AktG).

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 Wednesday, March 21, 2012, 4.00 p.m. at
one of the following addresses only:

By mail ANDRITZ AG
Investor Relations
Att. Dr. Michael Buchbauer
Stattegger Strasse 18
8045 Graz
Austria

By fax: +43 (316) 6902 425

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

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 52,000,000 no-par value shares.
Each share represents one vote. The Company holds 399,897 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 51,600,103 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 2012
The Executive Board

Further inquiry note:
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

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