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 shareholders’ meetings, held on 6 September 2000 and 19 March 2001 the Managing Board was authorized to issue 6,500,000 shares until 15 September 2005. Based on this authorization the Managing Board has issued 3,000,000 shares.

Based on authorizations of the shareholders’ meetings, held on 30 March 2004 and 30 March 2005, 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 and has decided a further program for acquisition of own shares up to 1,300,000 shares between 1 October 2005 and 31 March 2007. The price range of both programs is a lowest price of 10 Euro and a highest price, which must not exceed the average unweighted closing price over the ten preceding trading days by more than 30%.   In 2004 2,000 own shares were 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 were 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. In 2005 210,711 own shares have been acquired with an average price of 65.21 per share and 22,250 own shares were resold with a price of 21 per share to eligible executives of the Management Share Option Plan. 3,699 own shares have been transferred to employees of the Andritz AG in course of an employee participation program. At 31 December 2005 the Company held 225,202 own shares at a market value of EUR 20,910 thousand. It is planned to use these shares for delivery of shares within the framework of the Management Share Option Plan.