EANS-General Meeting: Lenzing AG / Invitation to the General Meeting

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General meeting information transmitted by euro adhoc. The issuer is
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Lenzing Aktiengesellschaft ("Company")
with its registered office in Lenzing
Commercial Register No. ("FN") 96499 k
ISIN: AT 0000644505

I n v i t a t i o n

to the

68th Ordinary Shareholders´ Meeting of our Company

to be held on Thursday, April 19, 2012 at 11:00 a.m. (CEST) in the
Wiener Börsensäle (Festsaal), Wipplingerstraße 34, 1010 Wien.

Agenda:

1. Presentation of the adopted annual financial statements and the
management report and corporate governance report, consolidated
financial statements and group management report, each as of December
31, 2011, presentation of the proposal for the use of profits, and of
the report of the Supervisory Board on the business year 2011

2. Adopting a resolution on the use of the net profit shown in the 2011
annual financial statements

3. Adopting a resolution on discharge of the Members of the Management
Board for the business year 2011

4. Adopting a resolution on discharge of the Members of the Supervisory
Board for the business year 2011

5. Adopting a resolution on amendments to the Articles of Incorporation to
comply with modified legal provisions, in particular with the Company
Law Amendment Act 2011, in Articles 5, 15 and 17 and on amendments to
the Articles of Incorporation in Article 8 (election to the Supervisory
Board), Article 13 (remuneration of the Supervisory Board) and Article
14 (possible locations of Shareholders´ Meetings)

6. Election of six members to the Supervisory Board

7. Election of the auditor of the annual financial statements and
consolidated financial statements for the business year 2012
Opportunity for shareholders to inspect records pursuant to section 108 sub-

sections 3 and 4 of the Stock Corporations Act ("AktG") (section 106
pt. 4 of the Stock Corporations Act)

In addition to the complete text of this convocation and the forms
for appointing and revoking appointment of a proxy holder according
to section 114 Stock Corporations Act, the following documents and
records will be available as from the 21st day preceding the
Shareholders´ Meeting for inspection on the Company website
www.lenzing.com under Shareholders´ Meeting 2012, i.e. as from March
29, 2012.

Annual financial statements and management report,
Corporate governance report,
Consolidated financial statements and group management report,
Proposal for the use of profits,
Report of the Supervisory Board,

each relating to the business year 2011;

Proposed resolutions on items 2. - 7. of the agenda,
Ad agenda item 5.: comparison of the current and amended version
of the relevant sections of the Company´ s Articles of
Incorporation,
Ad agenda item 6.: Curriculum vitae of the candidates to be
appointed to the Supervisory Board pursuant to section 87 sub-
section 2 of the Stock Corporations Act.

These documents will additionally be available at the Shareholders´ Meeting.
Upon request each shareholder will be provided with a copy of the

aforementioned documents immediately and free of charge.

Information on shareholders´ rights pursuant to sections 109, 110 and
118 of the Stock Corporations Act (section 106 pt. 5 of the Stock
Corporations Act)

Pursuant to section 109 of the Stock Corporations Act, shareholders
whose aggregate shareholding equals five percent or more of the
nominal capital may request in text form (section 13 sub-section 2
Stock Corporations Act) that additional items be put on the agenda of
the Shareholders´ Meeting and published. Each motion for an item to
be put on the agenda must be accompanied by a proposal for a
resolution with statement of reasons. Shareholders filing such a
motion must have held the shares continuously for at least three
months prior to filing the motion. Any such request by shareholders
must be received by the Company no later than on the 21st day before
the Shareholders´ Meeting, i.e. by March 29, 2012.

Pursuant to section 110 of the Stock Corporations Act, shareholders
whose aggregate shareholding equals one percent or more of the
nominal capital may submit proposed resolutions in text form
concerning any item on the agenda, and request that these be made
available on the Company website, together with the name of the
respective shareholders, a statement of reasons to be submitted with
the proposal, and any comments of the Management Board or Supervisory
Board. Requests of this kind will only be considered when received by
the Company no later than on the 7th working day before the
Shareholders´ Meeting, i.e. by April 10, 2012. In case of a proposal
for the election of a Supervisory Board member the statement of the
proposed person pursuant to section 87 sub- section 2 of the Stock
Corporations Act replaces the statement of reasons.

Pursuant to section 118 of the Stock Corporations Act, any
shareholder shall be provided with information on the Company´s
affairs upon request at the Shareholders´ Meeting to the extent that
such information is required for proper assessment of an item on the
agenda. This obligation to provide information shall also extend to
the legal and business relationships of the Company with affiliated
companies, the state of affairs of the group, and the companies
included in the consolidated financial statements.

The Company may deny providing information to the extent that
according to sound business judgment it might cause material damage
to the Company or any affiliated company or if providing such
information would constitute a punishable offense. Providing
information may also be denied if such information has been
continuously available on the Company website in the form of question
and answer for at least seven days prior to the beginning of the
Shareholders´ Meeting. We kindly ask the shareholders to send any
questions requiring extensive preparation to answer to the Company in
text form in due time prior to the Shareholders´ Meeting.

For the purpose of providing proof of shareholder status in order to
exercise the above mentioned shareholders´ rights it is sufficient if
holders of deposited bearer shares submit a deposit certificate
(Depotbestätigung) within the meaning of section 10a Stock
Corporations Act. For non-deposited shares, the submission of a
written confirmation of shareholder status issued by a public notary
established in Austria (certificate of shareholding,
Besitzbestätigung) is sufficient. Any rights of shareholders subject
to a specific holding period may be exercised only if the submitted
deposit certificate or certificate of shareholding gives proof of the
shareholder status during the relevant period. A deposit certificate
or a certificate of shareholding used to prove current shareholder
status must not be older than seven days when submitted to the
Company.

Further information on shareholders´ rights, in particular under
sections 109, 110 and 118 of the Stock Corporations Act, is also
available on the Company website at www.lenzing.com Shareholders´
Meeting 2012.

Any motions for putting additional items on the agenda, proposals for
resolutions and any questions shall be submitted to the Company
exclusively by mail or courier service (Lenzing AG, Werkstrasse 2,
4860 Lenzing), by fax (+43 (0) 7672/918-2713) or email
(Hauptversammlung_2012@lenzing.com; the request in text form, e.g. as
a PDF-file, must be attached to the e-mail) attn. Mag. Angelika
Guldt.

Record date and conditions of attendance of the Shareholders´ Meeting
pursuant to section 111 of the Stock Corporations Act (section 106
points 6 and 7 of the Stock Corporations Act)

Pursuant to section 111 sub-section 1 of the Stock Corporations Act,
the right to attend the Shareholders´ Meeting and to exercise the
shareholders´ rights that are exercised during the Shareholders´
Meeting is determined by the shares held at the end of the tenth day
before the date of the Shareholders´ Meeting (Record Date),
consequently on the shares held on Monday, April 09, 2012, 12:00 p.m.
(CEST).

Participation in the Shareholders´ Meeting is limited to persons who
are shareholders on the Record Date and supply proof thereof to the
Company.

In case of deposited bearer shares proof of shareholding at the
Record Date is provided by submitting a deposit certificate pursuant
to section 10a of the Stock Corporations Act. The deposit certificate
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. The
deposit certificate must contain at least the information required
according to section 10a sub-section 2 of the Stock Corporations Act.
Deposit certificates will be accepted in German and English.

In case of non-deposited bearer shares proof of shareholder status
is provided by submitting a written certification by a notary public
established in Austria (certificate of shareholding), to which the
requirements as stated above apply analogously.

Proof of shareholder status at the Record Date in the form of a
deposit certificate or certificate of shareholding must be received
at one of the following addresses no later than on the third working
day before the Shareholders´ Meeting, i.e. by April 16, 2012,
exclusively by mail or courier service (Oesterreichische Kontrollbank
AG, Department KMS / HV Operation Center 1, Strauchgasse 1-3, 1st
floor, 1010 Vienna), by fax (+43 (0) 1 928 90 60) or email
(hv.anmeldung-1@oekb.at).

Pursuant to section 262 sub-section 20 of the Stock Corporations Act,
the Company determines that notwithstanding section 10a sub-section
3, second sentence of the said Act it does not accept deposit
certificates via any internationally used and particularly secure
communications network of credit institutions (e.g. SWIFT) where
users can be clearly identified.

Further information on the conditions of participation in the
Shareholders´ Meeting, is also available on the Company website at
www.lenzing.com Shareholders´ Meeting 2012.

Appointment of a proxy holder pursuant to sections 113 et seq Stock
Corporations Act (section 106 pt. 8 of the said Act)

Any shareholder entitled to attend the Shareholders´ Meeting shall be
entitled to appoint a natural or legal person as proxy holder. The
proxy holder may attend the Shareholders´ Meeting on behalf of the
shareholder and will have the same rights as the shareholder
represented. The Company itself or a member of the Management Board
or Supervisory Board may exercise voting rights as a proxy holder
only insofar as the shareholder has explicitly provided detailed
voting instructions regarding the individual items of the agenda.

The proxy must be granted to a specific person. A proxy in text form
shall be sufficient in any case. If a shareholder has granted power
of proxy to the depositary bank (section 10a of the Stock
Corporations Act) it shall be sufficient if in addition to submitting
the deposit certificate the bank makes a statement that it has been
granted power of proxy. Forms for granting power of proxy which may
also be used to grant limited power of proxy are available on the
Company website www.lenzing.com under Shareholders´ Meeting 2012.

The proxy must be received no later than on April 18, 2012, 3.00 p.m.
(CEST) exclusively by mail or courier service (Oesterreichische
Kontrollbank AG, Department KMS / HV Operation Center 1, Strauchgasse
1-3, 1st floor, 1010 Vienna, Austria), by fax (+43 (0) 1 928 90 60)
or by email (hv.anmeldung- 1@oekb.at; the proxy in text form, e.g. as
PDF-file, must be attached to the e- mail) and will be kept by the
Company.

On the day of the Shareholders' Meeting the proxy may only be
submitted upon registration for the Shareholders´ Meeting at the
venue of the meeting. The aforementioned provisions on granting power
of proxy apply analogously to the revocation of power of proxy. Any
revocation shall be valid only when received at one of the
aforementioned addresses respectively by the Company.

As a special, free of charge service shareholders who are not able or
do not wish to attend the Shareholders´ Meeting in person may have
their voting rights in the Shareholders´ Meeting exercised by Mr
Michael Knap as representative of the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), 1130 Vienna, Feldmühlgasse
22. As independent proxy holder Mr Michael Knap will exercise the
voting rights exclusively in accordance with and bound by voting
instructions given by the respective shareholders regarding the
individual items of the agenda. However, shareholders intending to
grant power of proxy are not obliged to appoint Mr Michael Knap as
their proxy holder. A special form for granting power of proxy to Mr
Michael Knap (only available in German) may be downloaded at the
Company website at www.lenzing.com Shareholders´ Meeting 2012. The
proxy granted to Mr Knap must be received no later than on April 18,
2012, 3.00 p.m. (CEST) exclusively by mail or courier service
(Oesterreichische Kontrollbank AG, Department KMS / HV Operation
Center 1, Strauchgasse 1-3, 1st floor, 1010 Vienna, Austria), by fax
(+43 (0) 1 928 90 60) or by email (hv.anmeldung-1@oekb.at; the proxy
in text form, e.g. as PDF- file, must be attached to the e-mail) and
will be kept by the Company.

Further information on the granting of proxy to Mr Michael Knap is
also available on the Company website at www.lenzing.com
Shareholders´ Meeting 2012. Shareholders may also contact Mr Michael
Knap directly by tel: +43-1-8763343-0, by fax: +43-1-8763343-49 or by
e-mail: Michael.knap@iva.or.at.

Pursuant to section 262 sub-section 20 of the Stock Corporations Act
the Company determines that notwithstanding section 10a sub-section
3, second sentence of the said Act it does not accept declarations
under section 114, sub- section 1, fourth sentence of the said Act
via any internationally used and particularly secure communications
network of credit institutions where users can be clearly identified.

Total number of shares and voting rights at the date of convocation
of the Shareholders´ Meeting (Section 106 pt. 9 of the Stock
Corporations Act)

At the date of convocation of the Shareholders´ Meeting, the nominal
capital of the Company amounts to EUR 27.574.071,43 and is divided
into 26.550.000 no-par value bearer shares. Each no-par value share
grants one vote. At the date of the convocation of the Shareholders´
Meeting, the Company does not hold own shares. Thus, the total number
of shares entitled to participate and vote amounts to 26.550.000 at
the date of the convocation of the Shareholders´ Meeting.

Doors for the Shareholders´ Meeting will open on April 19, 2012, at
10:45 a.m. (CEST).

The shareholders and proxy holders are requested to show an identity
document with a photograph (passport, ID card, driver´s license) at
the entrance to the Shareholders´ Meeting. We kindly ask the
shareholders and proxy holders to take into account the high number
of participants to be expected and the usual safety precautions when
planning the timing of their arrival.

Lenzing, March 2012
The Management Board

Further inquiry note:
Lenzing AG
Mag. Angelika Guldt
Tel.: +43 (0) 7672-701-2713
Fax: +43 (0) 07672-96301
mailto:a.guldt@lenzing.com

end of announcement euro adhoc
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issuer: Lenzing AG

A-A-4860 Lenzing
phone: +43 7672-701-0
FAX: +43 7672-96301
mail: a.guldt@lenzing.com
WWW: http://www.lenzing.com
sector: Chemicals
ISIN: AT0000644505
indexes: WBI, ATX, Prime Market
stockmarkets: free trade: Berlin, official market: Wien
language: English