General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
Corporate register number: 93363z
Convocation of the Annual General Meeting
of OMV Aktiengesellschaft on Wednesday, May 24, 2017, at 2:00 pm CEST (Local
Time Vienna), at Congress Center Messe Wien, Reed Messe Wien GmbH, Messeplatz
1, 1020 Vienna, Austria.
The Meeting will be webcasted at www.omv.com. The webcast will end after the
Executive Board's report on the 2016 financial year. The recording will remain
accessible after the Meeting.
1. Submission of the adopted individual Financial Statements 2016 and
Directors' Report, the (consolidated) Corporate Governance Report, the
(consolidated) Payments to Governments Report, the consolidated Financial
Statements 2016 and Group Directors' Report, the proposal of the
appropriation of the profit and the Report of the Supervisory Board for the
financial year 2016.
2. Resolution on the appropriation of the balance sheet profit reported in the
Financial Statements 2016.
3. Resolution on the discharge of the members of the Executive Board for the
financial year 2016.
4. Resolution on the discharge of the members of the Supervisory Board for the
financial year 2016.
5. Resolution on the remuneration for the members of the Supervisory Board for
the financial year 2016.
6. Appointment of the auditor and Group auditor for the financial year 2017.
7. Resolutions on (i) the Long Term Incentive Plan 2017 and (ii) the Share Part
of the Annual Bonus 2017.
Documents for the General Meeting
To prepare for the General Meeting, the following documents will be available
to our shareholders from today, or at the latest from May 3, 2017: -the
documents listed in agenda item 1; -the joint draft resolutions of the
Executive and Supervisory Boards concerning agenda items 2, 3, 4, 5 and 7 and
-the draft resolution of the Supervisory Board concerning agenda item 6.
The specified documents, the complete text of this convocation, and forms for
granting and revoking a proxy and all further publications of the Company in
connection with this General Meeting will be freely available to you on the
Company's website (which is recorded with the Commercial Register)
Organisation>GeneralMeeting > AGM 2017 from today or at the latest from May 3,
In addition, the individual and consolidated financial statements, each
including notes, will be published in the "Amtsblatt zur Wiener Zeitung"
[official gazette section of the Wiener Zeitung] on May 27, 2017.
Attendance of shareholders at the General Meeting
Entitlement to attend the General Meeting and to exercise voting rights and all
other shareholders' rights at the General Meeting is conditional on
shareholdings on the record date, i.e. Sunday, May 14, 2017, 24:00 (midnight) -
CEST(Local Time Vienna).
Only those who are shareholders on the record date and provide evidence thereof
to the Company are entitled to attend the General Meeting.
Evidence of shareholdings on the specified date must be furnished by way of a
confirmation issued by the bank where the shareholder has deposited his/her
shares (deposit confirmation) if the bank is domiciled in a member state of the
EEA or in a full member state of the OECD. Shareholders who have deposited
their shares with a bank which does not meet these criteria are requested to
contact the Company.
The deposit confirmation must be issued in German or English in accordance with
the relevant statutory provisions (Section 10a Stock Corporation Act) and
contain the following information:
1. Details of the issuing bank: Name (company) and address or a standard code
used in in communications between credit institutions;
2. Shareholder details: Name (company) and address, date of birth in the case
of natural persons, corporate register and register number in the case of
3. Deposit number or other relevant description;
4. Details of the shares: Number of shares and their designation or ISIN;
5. Express declaration that the confirmation relates to the deposit holding as
at May 14, 2017, 24:00 (midnight) - CEST (Local Time Vienna).
Shares declared void
Shareholders whose shares were declared void on March 21, 2011 (please refer to
the publication in the "Amtsblatt zur Wiener Zeitung" [official gazette section
of the Wiener Zeitung] on March 22, 2011 and on the Company's website
atwww.omv.com>Investor_Relations> OMV Share > Request to deposit share
certificates), can only exercise their voting rights and other shareholders'
rights in the General Meeting, if they have in time before the record date (May
14, 2017) filed their (void) share certificates with UniCredit Bank Austria AG
and have received a credit note on their deposit.
Deposit confirmations must be received by the Company by May 19, 2017, 24:00
(midnight) CEST (Local Time Vienna), by one of the following means only:
by mail, courier or personally: OMV Aktiengesellschaft, c/o Dr. Mirjam Hörlsberger, Trabrennstraße 6-8, 1020 Vienna, Austria;\nby e-mail: firstname.lastname@example.org, whereby the deposit confirmation in text form must be attached to the e-mail, e.g. as a PDF, TIF etc.;\nby fax: +43 (0) 1 8900 500 56;\nby SWIFT: GIBAATWGGMS - Message Type MT598; please ensure that ISIN AT0000743059 is indicated in the wording.\nTransmission of the deposit confirmation to the Company shall also constitute
the shareholder's registration for attendance at the General Meeting. Where
possible, banks are requested to send deposit confirmations collectively (in
Shareholders are not blocked by registering their attendance at the General
Meeting or by sending deposit confirmations; shareholders may continue to
freely dispose of their shares after registration or transmission of a deposit
Representation of shareholders at the General Meeting
Each shareholder who is entitled to attend the General Meeting has the right to
appoint a natural or legal person to represent him/her. The proxy holder
attends the General Meeting on behalf of the shareholder and has the same
rights as the shareholder represented.
Each proxy must name the proxy holder(s). Shareholders are not restricted in
terms of the number of persons they appoint to represent them and in their
choice of proxy holder. However, the Company itself, or a member of the
Executive or Supervisory Board, may only exercise the right to vote as a proxy
holder if the shareholder has provided express instructions regarding the
individual agenda items.
A shareholder may grant a proxy to the bank where he/she has deposited his/her
shares subject to the agreement with that bank. In such case, in addition to
the deposit confirmation, it is sufficient for the bank to provide the Company
with a declaration by one of the permitted means (see above) that it has been
granted a proxy; the proxy itself need not be sent to the Company in this case.
A proxy may be revoked by the shareholder. The revocation becomes effective
upon receipt by the Company.
Declarations concerning the granting and revoking of proxies may be sent to the
Company in text form, not later than 4:00 pmCEST (Local Time Vienna), May 23,
2017,by one of the following means only:
- by mail, courier or personally: OMV Aktiengesellschaft, c/o Dr. Mirjam
Hörlsberger, Trabrennstraße 6-8, 1020 Vienna, Austria;
- by e-mail: email@example.com, whereby the proxy in text form
must be attached to the e-mail, e.g. as a PDF, TIF etc.;
- by fax: +43 (0) 1 8900 500 56;
- by SWIFT: GIBAATWGGMS - Message Type MT598; please ensure that ISIN
AT0000743059 is indicated in the wording.
On the day of the General Meeting, the submission is only permitted personally
by presenting it at the registration to the General Meeting at the meeting
As a service, we provide our shareholders with the option of having their
voting right exercised by an independent proxy appointed by the Company - the
Interessenverband für Anleger [Association for Investors] (IVA), Feldmühlgasse
22, 1130 Vienna, Austria, tel. +43 1 87 63 343 / 30. Michael Knap
(firstname.lastname@example.org, tel. +43 664 213 87 40) will represent these
shareholders at the General Meeting on behalf of the Association for Investors.
OMV Aktiengesellschaft bears the costs for the proxy. All other costs have to
be borne by the shareholder, especially their own banking fees for the deposit
confirmation or the postal charges.
The shareholder must request a deposit confirmation from the bank where his/her
shares are deposited. Michael Knap must be granted an authorization in text
form to act as a proxy on this deposit confirmation or using the form specially
provided on the Company's website www.omv.com > Investor Relations > Corporate
Governance & Organisation > General Meeting > AGM 2017 . The deposit
confirmation and authorization must be sent by the shareholder to Mr. Michael
Knap, c/o IVA, Feldmühlgasse 22, 1130 Vienna, Austria or by e-mail to
email@example.com. As the deposit confirmation and proxy must be received
by the IVA in time before the General Meeting, we would request that
shareholders bear delivery durations in mind. The shareholder must provide Mr.
Knap with instructions as to how he (or a sub-proxy authorized by Mr. Knap)
should exercise the voting right.
Michael Knap exercises the voting right exclusively on the basis of the
instructions given by the shareholder and without express instructions the
proxy is invalid. Should separate votes be taken on each agenda item, an
instruction provided in connection therewith shall apply to each sub-item.
Please note that Mr. Knap does not accept any requests to make comments, object
to General Meeting resolutions, ask questions or propose resolutions.
Resolutions to be put to the vote are posted on the Company's website at
Organization>GeneralMeeting > AGM 2017.
An e-mail address has been set up for the General Meeting to give shareholders
the possibility of giving or amending instructions at short notice during the
General Meeting. This e-mail address is: firstname.lastname@example.org.
We recommend that shareholders use the form available on the internet at
Meeting > AGM 2017to grant or revoke proxies.
Shareholders' rights in connection with the General Meeting
Shareholders whose holdings represent a combined total of at least 5% of the
capital stock for at least three months may require in writing the inclusion
and announcement of additional General Meeting agenda items byMay 3, 2017. A
draft resolution and justification thereof must be submitted for each agenda
Shareholders whose holdings represent a combined total of at least 1% of the
capital stock may submit draft resolutions in text form for each agenda item,
to be accompanied by a justification, by May 15, 2017, and require the
resolutions to be posted on the Company's website with the names of the
relevant shareholders and the justification.
Each shareholder has the right to propose motions at the General Meeting for
each agenda item. Prerequisite therefor is the evidence of the entitlement to
attend the General Meeting.
Further information regarding these rights, and in particular how to submit
resolutions to the Company and evidence of the respective shareholdings
required is now available on the internet at
www.omv.com>Investor_Relations>Corporate Governance_&_Organization> General
Meeting > AGM 2017.
Every shareholder has the right to request information regarding Company
matters at the General Meeting, provided that such information is necessary for
the proper assessment of an agenda item. The duty to provide information
extends to legal and business relationships between the Company and Group
companies, and to the condition of the Group and its consolidated subsidiaries.
Such information must comply with the principles of diligent and truthful
accountability. Information may be denied if, according to reasonable
commercial judgment, it could cause significant harm to the Company or a Group
company, or if the provision of information would be unlawful.
Total number of shares and voting rights
At the time of convocation of the General Meeting, the Company's share capital
is divided into 327,272,727 no par shares. Each share confers one vote. Shares
owned by the Company do not confer any voting rights. Currently 326,500,152
voting rights can be exercised.
A dividend resolved on by the General Meeting becomes due 30 days after the
General Meeting's resolution pursuant to Section 27 Para 6 of the Articles of
Association of OMV Aktiengesellschaft, unless resolved otherwise. A relevant
dividend announcement will be made on May 27, 2017. Shareholders may exercise
their dividend rights through their deposit bank. The bank will credit the
dividend to the relevant account via the points of payment.
Admission to the General Meeting
Shareholders or their proxies are advised that they must present an official
identification document (driver's license, passport or identity card) to
confirm their identities upon admission to the General Meeting. Please bear in
mind the large expected attendance and the usual safety procedures when
planning your arrival time. Admission to obtain ballot forms commences at 12:30
pmCEST (Local Time Vienna).
The General Meeting is the key governing body of a stock corporation as it is
the forum for the Company's owners - the shareholders. We therefore hope you
will appreciate that we cannot turn a General Meeting into an event for guests,
much as we value such interest, and that attendance by guests is limited and in
any case only possible after prior registration by telephone (Tel. +43 1 40 440
Vienna, April 2017
The Executive Board
Matejka & Partner
Die Matejka & Partner Asset Management GmbH ist eine auf Vermögensverwaltung konzentrierte Wertpapierfirma. Im Vordergrund der Dienstleistungen stehen maßgeschneiderte Konzepte und individuelle Lösungen. Für die Gesellschaft ist es geübte Praxis, neue Herausforderungen des Marktes frühzeitig zu erkennen und entsprechende Strategien zu entwickeln.
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