Report
Expert Corporate Governance Service (ECGS)
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Andritz - AGM 24 March 2021

General: The AGM is to be held in the form of a virtual AGM in accordance with the Austrian COVID-19 Company Law Act and COVID-19 Company Law Regulation. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by granting authority to the special proxies designated by the Company.

Item 8: Approval is sought for the remuneration report for the Management Board and the Supervisory Board for financial year 2021. Disclosure is in line with market practice but fails to meet international best practice, especially since not all remuneration components for the Management Board members are disclosed individually and adequately. While we have no concerns over the remuneration for the Supervisory Board, we recommend opposition due to various concerns over the disclosure of the Management Board members' remuneration and the structure of remuneration that has been granted in financial year 2020 which fails to meet ECGS guidelines.

Item 9: Approval is sought for the revised remuneration policy for the Management Board and the Supervisory Board applicable as of financial year 2021. The approval is sought in a bundled resolution which is not considered as best practice by ECGS. The changes in comparison to the previous remuneration policy are considered as a significant improvement due to the abolition of the possible granting of special, sign-on and stay bonuses to the Management Board members at the discretion of the Supervisory Board and the introduction of a non-financial performance criterion to the annual bonus. While we have no concerns over the remuneration policy for the Supervisory Board, we recommend opposition due to various concerns over the structure of remuneration that may be granted to the Management Board members which is not in line with ECGS guidelines.

Underlying
ANDRITZ AG

Andritzis develops production systems and industrial process solutions for standard and specialized products. Co. maintains five business areas. Pulp and Paper provides technology and services for production of various grades of pulp and fiber for the manufacture of paper, board and tissue. Metals develops and manufactures plants for the production of cold-rolled carbon steel, stainless steel, and non-ferrous metals strip. Environment and Process provides products and services for mechanical and thermal solid or liquid separation. Feed and Biofuel develops and produces equipment for production of feed. Hydro supplies turnkey electromechanical equipment and services for hydro power plants.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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