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 Annual General Meeting

on Wednesday, May 14, 2014, at 2.00 pm CEST (Local Time Vienna),
at Austria Center Vienna, Internationales Amtssitz- und
Konferenzzentrum Wien, AG, Bruno- Kreisky-Platz 1, 1220 Vienna,
Austria.

The Meeting will be webcasted at www.omv.com. The webcast will end
after the Executive Board's report on the 2013 financial year. The
recording will remain accessible after the Meeting.

Agenda

1. Submission of the adopted individual financial statements 2013,
directors' report and corporate governance report, the
consolidated financial statements 2013 and group directors'
report, the proposal of appropriation of the profit and the
report of the Supervisory Board for the financial year 2013. 2.
Resolution on the appropriation of the balance sheet profit reported
in the financial statements 2013. 3. Resolution on the discharge
of the Executive Board members for the financial year 2013. 4.
Resolution on the discharge of the Supervisory Board members
for the financial year 2013. 5. Resolution on the remuneration of
the Supervisory Board members for the financial year 2013. 6.
Appointment of the auditor and Group auditor for the financial year
2014. 7. Resolutions on (i) the Long Term Incentive Plan 2014 and
(ii) the Matching Share Plan 2014. 8. Elections to the
Supervisory Board. 9. Authorization of the Executive Board to
increase the share capital according to Section 169 Stock
Corporation Act with the possibility to exclude the
subscription right (i) to adjust fractional amounts or (ii) to
satisfy stock options or long term incentive plans including
matching share plans or other employee stock ownership plans
(authorized capital) and amendment of the Articles of
Association in Section 3 and authorization of the Supervisory
Board to adopt amendments to the Articles of Association resulting
from the issuance of shares according to the authorized capital.

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
23, 2014:

- 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 9;
- the draft resolutions of the Supervisory Board concerning agenda items 6
and 8;
- the statements pursuant to Section 87 para. 2 of the Stock Corporation Act
concerning agenda item 8;
- the report of the Executive Board concerning agenda item 9.

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 › AGM 2014 from today
or at the latest from April 23, 2014.

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 16, 2014.

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 4, 2014
(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 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;
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 12 pm - midnight - CEST (Local Time Vienna), May 4, 2014.

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 (May 4, 2014) 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 9, 2014, by one of the
following means only: - Via mail, courier or
personally: OMV Aktiengesellschaft, c/o Mag. Patrick Schinnerl,
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
- via SWIFT: GIBAATWGGMS - Message Type MT598; please ensure
that ISIN AT0000743059 is indicated in the wording.

Transmission 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 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 13, 2014, by one of the following means only:

- Via mail, courier or personally: OMV Aktiengesellschaft, c/o Mag.
Patrick Schinnerl, 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
- via 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 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 2014 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 2014 to 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 by April 23, 2014. 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 5, 2014, and require the resolutions to be posted on
the Company's website with the names of the relevant
shareholders and the justification. For elections to the
Supervisory Board (agenda item 8) 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
Stock Corporation Act of a nominated person replaces the
justification. Regarding the election of members of the Supervisory
Board, the General Meeting shall take into consideration the
criteria of Section 87 para. 2a Stock Corporation Act; 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.

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. For a
shareholder to propose the election of a member to the
Supervisory Board, the submission of a draft resolution in text
form pursuant to Section 110 Stock Corporation Act, to be
accompanied by statement pursuant to Section 87 para. 2 Stock
Corporation Act, (see above) is mandatory.

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 2014.

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 326,257,625 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 16, 2014. 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 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 in any case only
possible after prior registration by telephone (Tel. +43 1 40 440
28721).

Vienna, April 2014
The Executive Board

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

Media Relations:
Johannes Vetter
Tel. +43 1 40 440-22729
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