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

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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OMV Aktiengesellschaft

Vienna
Corporate register number: 93363z
ISIN: AT 0000743059

Convocation of the Extraordinary General Meeting

on October 9, 2012, at 14:00 hrs CEST (Local Time Vienna), at
Austria Center Vienna, Bruno-Kreisky-Platz 1, 1220 Vienna,
Austria as requested by the shareholder Österreichische
Industrieholding Aktiengesellschaft with corporate seat in Vienna
pursuant to section 105 Para 3 Stock Corporation Act.

Agenda

1. Election of a Member to the Supervisory Board.

Documents for the Extraordinary General Meeting

To prepare for the General Meeting, the following documents will be
available to our shareholders from today, or at the latest from
September 18, 2012:

- the convocation request of the shareholder Österreichische
Industrieholding Aktiengesellschaft with corporate seat in Vienna pursuant to
section 105 Para 3 Stock Corporation Act,
- the election proposal of the shareholder Österreichische Industrieholding
Aktiengesellschaft with corporate seat in Vienna concerning agenda item 1 and
- the declaration of the person nominated for the Supervisory Board election
regarding his academic qualifications, professional or similar experience, and
concerns with regard to potential conflicts of interest.

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 › EGM October
2012 at the latest on September 18, 2012.

Attendance of shareholders at the Extraordinary 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.
24:00 hrs CEST (Local Time Vienna), September 29, 2012
(Saturday).

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 24:00 hrs CEST (Local Time Vienna), September 29, 2012.

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 (September 29, 2012) 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 24:00 hrs
CEST (Local Time Vienna) October 4, 2012, by one of the following
means only:

- Via mail, courier or personally:
OMV Aktiengesellschaft, c/o Dr. Bernhard Priemayer, 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 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 Extraordinary 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 16:00 hrs CEST
(Local Time Vienna), October 8, 2012, by one of the following means
only:

- Via mail, courier or personally:
OMV Aktiengesellschaft, c/o Dr. Bernhard Priemayer, 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. 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 › EGM October 2012 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 › EGM October 2012 to
grant or revoke authorizations.

Shareholders' rights in connection with the Extraordinary 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 September 20, 2012. 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
September 28, 2012, 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 › EGM October 2012.

Only shareholders whose holdings represent a combined total of at
least 1% of the share capital may nominate candidates for election
to the Supervisory Board (item 1 on the agenda). Nominations must
be submitted to the Company by September 28, 2012, in the way
described above. Each nomination must be accompanied by the
nominee's academic qualifications, professional or similar
experience, and concerns with regard to potential conflicts of
interest.

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.

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 326,143,336 voting rights can be
exercised.

Admission to Extraordinary 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 13:00
hrs 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 40 440-21417).

In light of the expectedly short duration of this Extraordinary
General Meeting we ask for your understanding that we will provide
for refreshments only.

Vienna, September 2012

The Executive Board

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

Media Relations:
Johannes Vetter
Tel. +43 1 40 440-21661
e-mail: media.relations@omv.com

Internet Homepage: http://www.omv.com

end of announcement euro adhoc
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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