Only ordinary shares exist and all shares are issued and have the same rights.

The share capital of Andritz AG amounts to EUR 94,510,000 divided into 13,000,000 shares of non par value. Based on the articles of association and with approval of the Supervisory Board the Managing Board is authorized to increase the capital by up to EUR 25,445,000 through issuing up to 3,500,000 shares until 15 September 2005.

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. The program was cancelled at 30 March 2004. Based on a new authorization of the shareholders’ meeting, held on 30 March 2004,  and with approval from the Supervisory Board the Managing Board has decided a program for acquisition of own shares up to 1,300,000 shares between 5 April 2004 and 29 September 2005 within a price range of a lowest price of 10 Euro and a highest price, which must not exceed the average un-weighted closing price over the ten preceding trading days by more than 30%.  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. In 2004 2,000 own shares have been acquired with an average price of  36,93 per share and 66,750 own shares were resold with a price of  21 per share to eligible executives of the Management Share Option Plan. 5,788 own shares have been transferred to employees of the Andritz AG in course of an employee participation program. At 31 December 2004 the Company held 40,410 own shares at a market value of EUR 2,267 thousand. It is planned to use these shares for delivery of shares within the framework of the Management Share Option Plan.