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

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General meeting information transmitted by euro adhoc. The issuer is
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OMV Aktiengesellschaft
Vienna
Corporate register number: 93363z
ISIN: AT0000743059

Convocation of the Annual General Meeting

of OMV Aktiengesellschaft on Tuesday, May 19, 2015, 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 2014 financial year. The
recording will remain accessible after the Meeting.

Agenda

1. Submission of the adopted individual financial statements 2014,
directors' report and corporate governance report, the consolidated
financial statements 2014 and group directors' report, the proposal
of appropriation of the profit and the report of the Supervisory
Board for the financial year 2014. 2. Resolution on the
appropriation of the balance sheet profit reported in the
financial statements 2014. 3. Resolution on the discharge of the
Executive Board members for the financial year 2014. 4. Resolution
on the discharge of the Supervisory Board members for the
financial year 2014. 5. Resolution on the remuneration of the
Supervisory Board members for the financial year 2014. 6.
Appointment of the auditor and Group auditor for the financial year
2015. 7. Resolutions on (i) the Long Term Incentive Plan 2015 and
(ii) the Matching Share Plan 2015. 8. Elections to the Supervisory
Board.

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
28, 2015:

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

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) www.omv.com > Investor Relations > Corporate
Governance & Organisation > General Meeting > AGM 2015 from today or
at the latest from April 28, 2015.

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 20,
2015.

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 9, 2015 (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 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 9, 2015.

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
9, 2015) 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 13, 2015, by one of the
following means only:

- Via mail, courier or personally: OMV Aktiengesellschaft, c/o
Mag. Patrick Schinnerl, Trabrennstraße 6-8, 1020 Vienna, Austria
- 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 18, 2015, by one of the following means only:

- Via mail, courier or personally: OMV Aktiengesellschaft, c/o
Mag. Patrick Schinnerl, Trabrennstraße 6-8, 1020 Vienna, Austria
- 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, Austria,
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, Austria. 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 2015.

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 2015 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 28, 2015. 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 7,
2015, 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. Such statements also have to be received
by the Company by May 7, 2015 and have to be published by the Company
on its website as registered with the Commercial Register by May 11,
2015, 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 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
timely 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 2015.

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 326,360,367 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 21, 2015. 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 2015

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