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    OMV   AT0000743059

OMV AG

(OMV)
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EANS-General Meeting : OMV Aktiengesellschaft / -2-

08/10/2021 | 03:31am EST
Where possible, banks are requested to send deposit confirmations collectively 
(in list form). 
 
Shareholders are not blocked by registering their participation in the General 
Meeting or by sending deposit confirmations. Therefore, shareholders may 
continue to freely dispose of their shares after registration or transmission of 
a deposit confirmation. 
 
Representation of shareholders at the General Meeting by special proxy holders 
 
Each shareholder who is entitled to participate in the virtual General Meeting 
has the right to appoint a representative who attends the virtual General 
Meeting in accordance with the COVID-19-GesV on behalf of the shareholder and 
exercises the rights of the shareholder represented. In principle, shareholders 
are not restricted in terms of the number of persons they appoint to represent 
them and their choice of representatives. 
 
In accordance with Section 3 para 4 COVID-19-GesV, the right to submit motions 
for resolutions, to cast votes as well as to raise objections at the virtual 
General Meeting can, however, only be exercised by one of the following special 
proxy holders. 
 
Any shareholder who is entitled to participate in the virtual General Meeting 
and has provided evidence of this fact to the Company in accordance with the 
specifications in this convocation to the General Meeting is entitled to appoint 
one of the following special proxy holders: 
 
 
* Mr. Ewald Oberhammer, Attorney at Law 
 
c/o Oberhammer Rechtsanwälte GmbH 
1010 Vienna, Karlsplatz 3/1 
oberhammer.omv@hauptversammlung.at 
 
 
* Mr. Florian Beckermann 
 
c/o Interessenverband für Anleger, IVA 
1130 Vienna, Feldmühlgasse 22 
beckermann.omv@hauptversammlung.at 
 
 
* Mr. Christoph Moser, Attorney at Law 
 
c/o Schönherr Rechtsanwälte GmbH 
1010 Vienna, Schottenring 19 
moser.omv@hauptversammlung.at 
 
 
* Mr. Christoph Nauer, Attorney at Law 
 
c/o bpv Hügel Rechtsanwälte GmbH 
1220 Vienna, ARES-Tower, Donau-City-Strasse 11 
nauer.omv@hauptversammlung.at 
 
Each shareholder can freely choose between the above-mentioned persons as 
special proxy holder and grant this person power of attorney. The Company bears 
the costs of these special proxy holders. All other costs, in particular the 
shareholder's own bank charges for the deposit confirmation or mailing expenses 
shall be borne by the shareholder. 
 
We recommend that our shareholders always use the special forms for granting or 
revoking a power of attorney available at www.omv.com/general-meeting from 20 
August 2021 at the latest, to grant power of attorney to a special proxy holder 
or to revoke such power of attorney. The special proxy holders can be reached 
directly at the contact details given above. If specific instructions are to be 
given, the direct communication should be made in timely manner. 
 
In order to verify their identity, we ask our shareholders to indicate in the 
respective field in the form for the granting of power of attorney the e-mail 
address which will also be used for submitting instructions to the special proxy 
holder (instructions, motions or objections) or for submitting questions and 
statements to the Company. In addition, the bearer data stated in the deposit 
confirmation should match the data on the power of attorney (otherwise, the 
power of attorney may not be deemed valid). 
 
In the event another person (other than one of the special proxy holders 
mentioned above) is granted power of attorney, please note that it must be 
ensured by an effective chain of authorization (sub-power of attorney) that one 
of the special proxy holders is authorized to exercise the right to vote, the 
right to submit motions and the right to raise objections. It is not possible to 
authorize another person to exercise these rights in the virtual General 
Meeting. 
 
A shareholder may grant power of attorney 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 under 
transmission of deposit confirmations) that it has been granted a power of 
attorney; the power of attorney itself does not have to be sent to the Company 
in this case. If the bank was granted power of attorney by a shareholder, the 
bank must also use one of the special proxy holders proposed by the Company for 
the submission of motions for resolutions, the casting of votes and the raising 
of an objection at the General Meeting. 
 
Submission of the power of attorney to the Company 
 
Completed and signed forms for the granting and revocation of powers of attorney 
may only be submitted to the Company in text form, if possible until 9 September 
2021, 4:00 p.m. CEST (Vienna local time), by one of the following means: 
 
 
* by mail, courier service or in person: 
 
OMV Aktiengesellschaft, c/o HV-Veranstaltungsservice GmbH, 8242 St. Lorenzen/ 
Wechsel, Köppel 60, Austria; 
 
 
* per e-mail: 
 
for Mr. Oberhammer: oberhammer.omv@hauptversammlung.at 
for Mr. Moser: moser.omv@hauptversammlung.at 
for Mr. Beckermann: beckermann.omv@hauptversammlung.at 
for Mr. Nauer: nauer.omv@hauptversammlung.at 
 
whereby the power of attorney must be attached to the e-mail in text form, for 
example as PDF or TIF; by this way of transmission, the special proxy holder 
chosen by you has direct access to the power of attorney. 
please submit powers of attorney issued to persons other than the abovementioned 
special proxy holders, in the form described, to 
anmeldung.omv@hauptversammlung.at; 
 
 
* per fax: +43 1 8900 500 56; 
 
* per SWIFT: GIBAATWGGMS - Message Type MT598 or MT599; please indicate ISIN 
  AT0000743059 in the text. 
 
 
A power of attorney (or a revocation) may be revoked by the shareholder. The 
revocation becomes effective upon receipt by the Company. 
 
A power of attorney may not be submitted in person at the meeting site. 
 
Shareholders' rights pursuant to Sections 109, 110, 118 and 119 Stock 
Corporation Act 
 
Shareholders whose individual or combined holdings represent a total of at least 
5 % of the capital stock and who have held these shares for at least three 
months may require in writing the inclusion and announcement of additional 
General Meeting agenda items by 22 August 2021 (receipt). A draft resolution and 
justification thereof must be submitted for each additional agenda item. 
 
Shareholders whose individual or combined holdings represent a 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 1 September 2021, and 
request the draft resolutions together with the names of the relevant 
shareholders and the justification to be attached as well as a possible 
statement of the Executive Board or the Supervisory Board to be posted on the 
Company's website registered in the corporate register. 
 
For elections to the Supervisory Board (agenda item 1) the following must be 
noted: In case of a proposal for the election of a member of the Supervisory 
Board, the statement pursuant to Section 87 para 2 AktG of a nominated person 
replaces the justification. Such statements also have to be received by the 
Company by 1 September 2021. Proposals for the election of Supervisory Board 
members, including the mentioned statements, must be published by the Company on 
its website (as registered with the corporate register) by 3 September 2021, at 
the latest; otherwise, the nominated person cannot be included in the election. 
Regarding the election of members of the Supervisory Board, the General Meeting 
shall take into consideration the criteria of Section 87 para 2a AktG; in 
particular the professional and personal qualifications of the members of the 
Supervisory Board, a balanced composition of expertise of the Supervisory Board, 
aspects of diversity and internationality as well as the professional 
reliability. 
 
Regarding proposals for the election of Supervisory Board members it is further 
declared that the Company is subject to Section 86 para 7 AktG. In accordance 
with Section 86 para 9 AktG, no objection against the joint fulfillment was 
raised. Therefore, the minimum quota of 30 % women and of 30% men has to be 
fulfilled by the capital and employee representatives in the Supervisory Board 
jointly. After the Annual General Meeting on 2 June 2021, the Supervisory Board 
was composed of fifteen members (ten capital representatives and five employee 
representatives). Due to the subsequent resignation of Mr. Thomas Schmid as a 
member of the Supervisory Board of the Company, the Supervisory Board of the 
Company is currently composed of nine capital representatives (four women and 
five men) and five employee representatives (two women and three men). 
Therefore, one Supervisory Board member must be elected at this Extraordinary 
General Meeting so that the Supervisory Board is again composed of ten capital 
representatives. Due to the overall fulfilment of the gender quota on the 
Supervisory Board of the Company, at least five seats on the Supervisory Board 
must be occupied by women and at least five seats on the Supervisory Board must 
be occupied by men in order to fulfil the minimum quota requirement according to 
Section 86 para 7 AktG. Currently, six women and eight men hold seats on the 
Company's Supervisory Board. Therefore, with respect to the election of a single 
member of the Supervisory Board there are currently no gender-specific 
restrictions with regard to the minimum quota requirement. 
 
Each shareholder has the right to propose motions at the General Meeting for 
each agenda item through his or her authorized special proxy holder. 
Prerequisite thereof is evidence of the entitlement of the shareholder to 
participate in the General Meeting and the granting of a corresponding power of 
attorney to a special proxy holder. For a shareholder to propose the election of 
a member to the Supervisory Board, the timely submission of an election proposal 

(MORE TO FOLLOW) Dow Jones Newswires

August 10, 2021 03:30 ET (07:30 GMT)

Stocks mentioned in the article
ChangeLast1st jan.
OMV AG -0.12% 50.38 Delayed Quote.52.85%
WTI 0.61% 72.331 Delayed Quote.40.14%
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Analyst Recommendations on OMV AG
More recommendations
Financials
Sales 2021 34 209 M 38 814 M 38 814 M
Net income 2021 2 539 M 2 880 M 2 880 M
Net Debt 2021 6 401 M 7 262 M 7 262 M
P/E ratio 2021 6,86x
Yield 2021 3,96%
Capitalization 16 494 M 18 695 M 18 715 M
EV / Sales 2021 0,67x
EV / Sales 2022 0,62x
Nbr of Employees 22 757
Free-Float 43,5%
Chart OMV AG
Duration : Period :
OMV AG Technical Analysis Chart | OMV | AT0000743059 | MarketScreener
Technical analysis trends OMV AG
Short TermMid-TermLong Term
TrendsBearishNeutralBullish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 20
Last Close Price 50,44 €
Average target price 59,79 €
Spread / Average Target 18,5%
EPS Revisions
Managers and Directors
Alfred Stern Chief Executive Officer
Reinhard Florey Chief Financial Officer
Mark Garrett Chairman-Supervisory Board
Thomas H÷lzl Head-Compliance
Alyazia Ali Saleh Al-Kuwaiti Deputy Chairman-Supervisory Board
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