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: 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
Original content of: OMV Aktiengesellschaft, transmitted by news aktuell