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Only ordinary shares exist and all shares are issued and have the same rights. At the extraordinary shareholders’ meeting of the Company held on 6 September 2000 the shareholders
resolved to authorize the Managing Board to increase the nominal value of the Company’s share capital with prior approval of the Supervisory Board by an amount of up to EUR 36,350,000 through the issue of up to 5,000,000 shares in bearer or registered
form and for a contribution in cash or in kind. This increase has been authorized for a maximum of five years from the registration of the amendment to the Articles of Association in the commercial register which took place on 19 September 2000. Out of this
authorization Andritz issued 1,000,000 shares at the end of 2000. For these shares an amount of EUR 27.0 million was paid by the shareholders (thereof EUR 24.8 million before 31 December 2000). This increase was registered in the commercial register on 26 January
2001.
At the 94th ordinary shareholders’ meeting held on 19 March 2001 the shareholders resolved to authorize the Managing Board to increase the nominal value of the Company’s share capital with prior approval of the
Supervisory Board by a further amount of up to EUR 10,905,000 through the issue of up to 1,500,000 shares in bearer form and for contribution in cash or kind, so that authorized capital was increased to EUR 39,985,000 or 5,500,000 shares respectively. In
the course of the Company’s IPO out of this authorization Andritz issued 2,000,000 shares in June 2001, the issue price was fixed at EUR 21 per share. This increase was registered in the commercial register on 23 June 2001. Consequently
the share capital amounts to EUR 94,510,000 divided into 13,000,000 shares of non par value. Based on the authorization of the shareholders’ meeting and with approval from the Supervisory Board the Managing Board
has decided a program for acquisition of own shares up to 650,000 shares between 16 May 2002 and 27 June 2003 within a price range of 10 to 35 Euro per share and extension of this program for acquisition of own shares up to 650,000 shares between 28 June 2003
and 27 June 2004 within a price range of 10 to 30 Euro, limited to a total volume of 845,000 own shares. Until 31 December 2002 76,897 own shares have been acquired in several steps with an average price of 21.62 per share. In 2003 128,701 own shares
have been acquired in several steps with an average price of 22,75 per share and 94,600 own shares were resold in several steps with an average price of 27,44 per share. 50 own shares were used as a price in a lottery. At 31 December 2003 the Company held 110,948
own shares at a market value of EUR 4,210 thousand. It is planned to use these shares for delivery of shares within the framework of the Management Share Option Plan.
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