EANS-General Meeting: OMV Aktiengesellschaft / Invitation to the General Meeting

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EANS-General Meeting: OMV Aktiengesellschaft / Invitation to the General Meeting
General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. 
OMV Aktiengesellschaft 


                                     Vienna
                        Corporate register number: 93363z
                               ISIN: AT 0000743059
                    Convocation of the Annual General Meeting

on Wednesday, May 15, 2013, 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 2012 financial year. The recording  will  remain
accessible after the Meeting.


Agenda

1. Submission of the adopted individual financial statements  2012,  directors'
   report  and  corporate  governance  report,   the   consolidated   financial
   statements 2012 and group directors' report, the proposal  of  appropriation
   of the profit and the report of the Supervisory Board for the financial year
   2012.
2. Resolution on the appropriation of the balance sheet profit reported in  the
   financial statements 2012.
3. Resolution on the discharge of the Executive Board members for the financial
   year 2012.
4. Resolution on the  discharge  of  the  Supervisory  Board  members  for  the
   financial year 2012.
5. Resolution on the remuneration of the  Supervisory  Board  members  for  the
   financial year 2012.
6. Appointment of the auditor and Group auditor for the financial year 2013.
7. Resolutions on (i) the Long Term Incentive Plan 2013 and (ii)  the  Matching
   Share Plan 2013.
8. Resolution on the amendment of the articles of association  to  comply  with
   the Company Law Amendment Act 2011.

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 April 24, 2013:
    - the documents listed in agenda item 1;
    - the joint draft  resolutions  of  the  Executive  and  Supervisory  Boards
      concerning agenda items 2, 3, 4, 5, 7 and 8,
    - 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 on the  Company's
website (which is recorded with the commercial register) www.omv.com › Investor
Relations › Corporate Governance & Organisation › General  Meeting  ›  AGM2013
from today or at the latest on April 24, 2013.

In  addition,  the  individual  and  consolidated  financial  statements,   each
including annex, will  be  published  in  the  "Amtsblatt  zur  Wiener  Zeitung"
[official gazette section of the Wiener Zeitung] on May 18, 2013.

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. 12 pm  -  midnight  -  CEST  (Local  Time
Vienna), May 5, 2013 (Sunday).

Only shareholders who provide evidence of  their  shareholdings  on  the  record
date 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 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;
    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 legal persons;
    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 12pm - midnight - CEST (Local Time Vienna), May5, 2013.

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  at
www.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
(May5, 2013) 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  12  pm  -  midnight  -
CEST (Local Time Vienna) May 10, 2013, by one of the following means only:
                 - Via mail, courier or personally:
                   OMV Aktiengesellschaft, c/o Dr. Matthias 
                   Allerstorfer, Trabrennstraße 6-8, 1020 Vienna
                 - as an  un-editable  document  (PDF)  in  electronic  form  to
                   anmeldung.omv@hauptversammlung.at
                 - by fax to +43 (0) 1 8900 500 56

According to section 262 Para 20 Stock Corporation Act receipt of deposit
confirmations and proxies pursuant to section 114 Para 1 fourth sentence Stock
Corporation Act via internationally used specific secured communication net
(SWIFT) shall be excluded for the present General Meeting and until further
notice.

Transmission of the deposit confirmation to the Company  shall  also  constitute
the shareholder's registration for attendance  of  the  General  Meeting.  Where
possible, banks are requested to send  deposit  confirmations  collectively  (in
list form).

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
confirmation.


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 pm CEST  (Local  Time  Vienna),  May  14,
2013, by one of the following means only:
                 - Via mail, courier or personally:
                   OMV Aktiengesellschaft, c/o Dr. Matthias 
                   Allerstorfer, Trabrennstraße 6-8, 1020 Vienna
                 - as an  un-editable  document  (PDF)  in  electronic  form  to
                   anmeldung.omv@hauptversammlung.at
                 - by fax to +43 (0) 1 8900 500 56


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
place.

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, e.ender@iva.or.at, tel. +43 1  87  63  343  /30.  Michael  Knap
(michael.knap@iva.or.at, tel. +43 664-213 87 40) will represent shareholders  at
this  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 a  written  authorization  to
act as a proxy on this deposit  confirmation  (or  on  a  separate  sheet).  The
deposit confirmation and written authorization must be sent by  the  shareholder
to  Mr.  Knap,  c/o  IVA,  Feldmühlgasse  22,  1130  Vienna.  As   the   deposit
confirmation and original proxy must be received by the IVA in time  before  the
General Meeting,  we  would  request  that  shareholders  bear  postal  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
www.omv.com ›  Investor  Relations  ›  Corporate  Governance  &  Organization  ›
General Meeting › AGM 2013 as  soon  as  they  come  to  the  knowledge  of  the
Company.

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: omv@hauptversammlung.at.

We recommend that shareholders  use  the  form  available  on  the  internet  at
www.omv.com ›  Investor  Relations  ›  Corporate  Governance  &  Organization  ›
General Meeting › AGM 2013 to grant or revoke authorizations.


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 by April  24,  2013.
A draft resolution and justification thereof must be submitted for  each  agenda
item.

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  3,  2013,  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 2013.

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  326,236,068
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 17, 2013.  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 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
pm CEST (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
only possible after prior registration by telephone (Tel. +43 1 40 440-28721).

Vienna, April 2013
The Executive Board



Further inquiry note:
OMV
Investor Relations:
Lacramioara Diaconu-Pintea
Tel. +43 1 40 440-21600
e-mail: investor.relations@omv.com

Media Relations:
Johannes Vetter 
Tel. +43 1 40 440-21357
e-mail: media.relations@omv.com
 
Internet Homepage: http://www.omv.com

issuer:      OMV Aktiengesellschaft
             Trabrennstraße  6-8


         A-1020 Wien
phone:       +43 1 40440/21600
FAX:         +43 1 40440/621600
mail:        investor.relations@omv.com
WWW:         http://www.omv.com
sector:      Oil & Gas - Downstream activities
ISIN:        AT0000743059
indexes:     ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English 
    
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-0- Apr/12/2013 06:01 GMT
 
 
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