EANS-General Meeting: OMV Aktiengesellschaft
Invitation to the General Meeting according to art. 107 para. 3 Companies Act
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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10.08.2021
OMV Aktiengesellschaft
Vienna
Corporate register number: 93363z
ISIN: AT0000743059
Convocation of the Extraordinary General Meeting
of OMV Aktiengesellschaft on Friday, 10 September 2021 at 10:00 am CEST (local
time Vienna) at the Employee Restaurant of OMV Aktiengesellschaft,
Trabrennstraße 6-8, 1020 Vienna, Austria (U2-station Krieau), as requested by
the shareholder Österreichische Beteiligungs AG with corporate seat in Vienna
pursuant to Section 105 para 3 Stock Corporation Act ("AktG").
Holding as a virtual General Meeting without physical presence of the
shareholders
In light of the global COVID-19 pandemic, the Executive Board has decided, in
order to protect our shareholders and other participants, to hold the General
Meeting without physical presence of shareholders. In view of the current
circumstances and after careful consideration by the Executive Board, holding
the General Meeting in virtual form is necessary for the welfare and in the best
interests of both the Company and its shareholders.
The General Meeting on 10 September 2021 will therefore be held as a "virtual
General Meeting" within the meaning of the Corporate COVID-19 Act
(Gesellschaftsrechtliches COVID-19-Gesetz; "COVID-19-GesG"), as amended, and the
Regulation of the Federal Minister of Justice based thereon
(Gesellschaftsrechtliche COVID-19-Verordnung; "Corporate COVID-19 Regulation" or
"COVID-19-GesV"), as amended.
Holding the General Meeting as a virtual General Meeting in accordance with the
COVID-19-GesV leads to modifications in the meeting's usual procedure and in the
exercise of shareholders' rights. In particular, this means that shareholders
will not be able to participate physically in the meeting, but will have the
opportunity to follow the General Meeting visually and acoustically in real time
via the internet.
In accordance with Section 3 para 4 COVID-19-GesV, the only way to cast votes as
well as to exercise the right to submit motions and the right to raise
objections is to grant power of attorney and give instructions to one of the
independent special proxy holders proposed by the Company.
The shareholders' information right can be exercised by each shareholder
himself/herself during the virtual General Meeting. Questions are to be sent
exclusively by electronic communication in text form to the following e-mail
address: fragen.omv@hauptversammlung.at. It is noted that pursuant to Section
118 para 1 AktG shareholders are only to be provided with information on matters
of the company to the extent that such information is necessary for the proper
assessment of an item of the agenda. If no request pursuant to Section 109 AktG
(request for additional agenda items) is made, requests for information from
shareholders pursuant to Section 118 para 1 AktG are therefore only admissible
to the extent that the information is necessary for the proper assessment of the
agenda item "Election of a member to the Supervisory Board".
The entire General Meeting will be publicly transmitted in real time on the
internet in accordance with Section 3 para 4 COVID-19-GesV in conjunction with
Section 102 para 4 AktG. This is permissible pursuant to the data protection law
in light of the legal basis of Section 3 para 4 COVID-19-GesV and Section 102
para 4 AktG.
Our shareholders will be able to follow the General Meeting in real time on 10
September 2021 from approximately 10 a.m. onwards on the internet under a link
provided at www.omv.com/general-meeting, using appropriate technical means. No
registration or login is required to follow the General Meeting on the internet.
The transmission of the General Meeting in real time gives our shareholders the
opportunity to participate in the meeting from any location via a one-way
acoustic and optical connection in real time and follow the entire course of the
General Meeting (including the general debate and the answering of shareholders'
questions as well as the adoption of resolutions) and to react to developments
in the General Meeting. However, the live-transmission of the General Meeting on
the internet is not a two-way connection and does not allow remote participation
within the meaning of Section 102 para 3 no 2 AktG or remote voting within the
meaning of Section 102 para 3 no 3 AktG in conjunction with Section 126 AktG.
In addition, please note that the Company is only responsible for the use of
technical means of communication to the extent that these are attributable to
its sphere.
Furthermore, reference is made to the "Information on the organizational and
technical requirements for participation in EGM 2021" which is made available by
20 August 2021, at the latest, at www.omv.com/general-meeting. We kindly ask our
shareholders to pay special attention to this information and to the
participation requirements and conditions described therein.
Agenda
1. Election of a member to the Supervisory Board.
The convocation of the Extraordinary General Meeting was requested in writing by
the shareholder Österreichische Beteiligungs AG with corporate seat in Vienna
pursuant to section 105 para 3 Stock Corporation Act
Documents for the General Meeting
To prepare for the General Meeting, the following documents will be available to
our shareholders from 20 August 2021 onwards, at the latest:
* the justified convocation request of the shareholder Österreichische
Beteiligungs AG with corporate seat in Vienna pursuant to Section 105 para 3
AktG;
* the resolution proposal of the shareholder Österreichische Beteiligungs AG
with corporate seat in Vienna concerning agenda item 1;
* the statement pursuant to Section 87 para 2 AktG concerning agenda item 1; and
* Information on the organizational and technical requirements for participation
in the virtual General Meeting in accordance with Section 3 para 3 in
conjunction with Section 2 para 4 Corporate COVID-19 Regulation.
The specified documents, the complete text of this convocation, as well as forms
for granting and revoking a power of attorney to one of the special proxy
holders pursuant to Section 3 para 4 COVID-19-GesV, a form for submitting
questions as well as 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 corporate register) at www.omv.com/general-meeting
from 20 August 2021 at the latest.
Participation of shareholders in the General Meeting
The entitlement to attend the virtual General Meeting and to exercise voting
rights and all other shareholders' rights which may be exercised at the General
Meeting in accordance with the COVID-19-GesV is conditional upon the holding of
shares on the record date, i.e. Tuesday, 31 August 2021, 24:00 (midnight) CEST
(local time Vienna).
Only those who are shareholders on the record date and provide evidence thereof
to the Company are entitled to participate in the virtual General Meeting in
accordance with the COVID-19-GesV.
Evidence of shareholdings on the record 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 accordance with the relevant
statutory provisions (Section 10a AktG) in German or English and contain the
following information:
1. Details of the issuing bank: Name (company) and address or a standard code
used in communications between credit institutions;
2. Shareholder details: Name (company) and address, date of birth in case of
natural persons, corporate register and register number in case of legal
persons;
3. Deposit number or other relevant description of the deposit;
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
of 31 August 2021, 24:00 (midnight) CEST (local time Vienna).
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/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 (31 August 2021, 24:00 [midnight] CEST [local time Vienna]) - filed
their (void) share certificates with UniCredit Bank Austria AG and have received
a credit note on their deposit.
Transmission of deposit confirmations
Deposit confirmations must be received by the Company not later than 24:00
(midnight) CEST (local time Vienna) on 7 September 2021 by one of the following
means only:
* by mail, courier or personal delivery:
OMV Aktiengesellschaft, c/o HV-Veranstaltungsservice GmbH, 8242 St. Lorenzen/
Wechsel, Köppel 60, Austria;
* by e-mail: anmeldung.omv@hauptversammlung.at, whereby the deposit confirmation
must be attached to the e-mail in text form, e.g. as PDF or TIF;
* by fax: +43 1 8900 500 56;
* by SWIFT: GIBAATWGGMS - Message Type MT598 or MT599; please ensure that ISIN
AT0000743059 is indicated in the wording.
A deposit confirmation used to evidence the current shareholder status must not
be older than seven days upon presentation to the Company.
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
in text form pursuant to Section 110 AktG, to be accompanied by a statement
pursuant to Section 87 para 2 AktG (see above), is mandatory.
Each 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 also
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 provided 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 violate criminal laws or
insofar as it was continuously accessible in the form of question and answer on
the Company's website registered in the corporate register for at least seven
days prior to the beginning of the General Meeting.
The right to information during the virtual General Meeting under Section 118
AktG can be exercised by the shareholders themselves.
Further information regarding the rights of the shareholders, in particular on
how to submit motions for resolutions to the Company and how to provide evidence
of the required shareholdings can be found in the document "Shareholders' Rights
EGM 2021" which is available on the Company's website recorded with the
corporate register at www.omv.com/general-meeting.
In addition, please find further information in connection with the holding of
the General Meeting as a virtual General Meeting, in particular on exercising
voting rights, the right to submit motions and to raise objections as well as on
the submission of questions in the document "Information on the organizational
and technical requirements for participation in EGM 2021", which will be
available by 20 August 2021, at the latest, on the Company's website recorded
with the corporate register at www.omv.com/general-meeting.
Total number of shares and voting rights
As of 10 August 2021, 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. Therefore, as of 10 August 2021, 327,011,401 voting
rights can be exercised.
No physical admission to the General Meeting
We ask our shareholders for understanding and point out that in order to protect
the participants of our General Meeting, neither shareholders nor guests can
physically participate in the General Meeting.
This is a necessary requirement to ensure both the required reduction in the
number of participants in the General Meeting as well as a regulated and smooth
procedure.
Information on data protection for shareholders
For the protection of our shareholders and other participants in the General
Meeting of OMV Aktiengesellschaft (FN 93363 z) Trabrennstraße 6-8, A-1020 Vienna
("OMV AG" or "we"), the Executive Board has decided to hold a virtual General
Meeting based on the COVID-19-GesG and the COVID-19-GesV. The shareholders'
voting, the right to submit motions and the right to raise objections are
exclusively exercised by granting power of attorney and instructions to one of
the special proxy holders proposed by the company in accordance with the
respective provisions of the COVID-19-GesV.
OMV AG processes personal data of shareholders, respectively their
representatives (in particular the data pursuant to Section 10a para. 2 AktG,
i.e. name, address, date of birth, number of the securities account, number of
shares of the shareholder, type of share, if applicable, number of the voting
card and, if applicable, name and date of birth of the proxy as well as the
shareholders' e-mail address and their signature/company signature) on the basis
of the applicable data protection provisions, in particular the General Data
Protection Regulation ("GDPR") and the Data Protection Act 2018 ("DSG"), the
applicable provisions of the AktG and the COVID-19-GesG and COVID-19-GesV, to
enable shareholders to exercise their rights within the scope of the General
Meeting.
OMV AG is responsible for the data processing within the meaning of the GDPR.
The processing of shareholders' personal data is mandatory for the participation
of shareholders and their representatives in the General Meeting pursuant to the
AktG. It is carried out for the purpose of conducting a General Meeting in
compliance with applicable laws, the casting of votes by shareholders, the
enabling of the exercise of other shareholder rights and the fulfilment of
compliance obligations such as, in particular, recording, information and
reporting obligations under stock corporation law. The legal basis for data
processing under data protection law is the necessity to fulfil legal
obligations (Art 6 para 1 lit c GDPR) or to safeguard the legitimate interests
of OMV AG or a third party, namely in particular the holding of a proper and
legally compliant (virtual) General Meeting (Art 6 para 1 lit f GDPR).
A video recording and transmission of the entire General Meeting will be made.
Such General Meeting will be transmitted, including the general debate and in
particular the questions by the shareholders, via the internet by acoustic and
optical one-way connection in real time in full (Section 3 para 4 COVID-19-GesV
in connection with Section 102 para 4 AktG).
OMV AG uses external service providers for the purpose of organising the General
Meeting, such as notaries, lawyers and the service provider HV-
Veranstaltungsservice GmbH specialising in the organisation of the General
Meeting. They will receive from OMV AG only such personal data as is necessary
for the performance of their service and process such data exclusively on the
instructions of OMV AG. To the extent required by law, OMV AG has entered into
data processing agreements with these service providers.
If a shareholder participates in the General Meeting, all special proxy holders
present at the General Meeting, the physically present members of the Executive
and Supervisory Board, the physically present notary as well as all other
present persons with a right to physically attend the General Meeting may
examine the legally required register of participants (Section 117 AktG) and
thus also the participating shareholders' personal data (place of residence,
name, shareholding) specified therein. OMV AG is also legally obliged to submit
personal shareholder data (in particular the register of participants) as part
of the notarial minutes of the General Meeting to the Austrian Commercial
Register (Section 120 AktG). In addition, data may be disclosed to the Vienna
Stock Exchange, the Financial Market Authority, Oesterreichische Kontrollbank
and the Austrian Takeover Commission in accordance with legal obligations in the
respective case.
Shareholders' data are anonymized or deleted as soon as they are no longer
necessary for the purposes for which they were collected or processed and unless
other legal obligations require further storage. Obligations to provide evidence
and to keep records arise in particular from commercial and stock corporation
law (up to 7 years), tax and fiscal law (up to 10 years) and money laundering
regulations (in general 5 years). The aforementioned periods may be extended in
individual cases, for example if court or administrative proceedings are
pending. Where legal claims are made by shareholders against OMV AG or by OMV AG
against shareholders, the storage of personal data serves to clarify and enforce
claims in individual cases. In connection with legal proceedings before civil
courts, this may result in data being stored for the duration of the statute of
limitations (up to 30 years according to the Austrian Civil Code) plus the
duration of the legal proceedings until their final conclusion.
Every shareholder has a right to information, correction, limitation, objection
and deletion at any time with regard to the processing of personal data as well
as a right to data portability in accordance with the provisions of the GDPR.
Shareholders can assert these rights against OMV AG via the e-mail address
privacy@omv.com or via the following contact details:
OMV Aktiengesellschaft
Trabrennstraße 6-8
1020 Vienna
Group Data Protection Officer: Manfred Spanner, MSc.
In addition, shareholders have the right to complain to the competent
supervisory authority (in Austria: Austrian Data Protection Authority).
Further information on data protection can be found in the data protection
declaration at www.omv.com/general-meeting.
Vienna, August 2021
The Executive Board
Further inquiry note:
OMV Aktiengesellschaft
Andreas Rinofner, Public Relations
Tel.: +43 (1) 40 440-21357; e-mail: public.relations@omv.com
Florian Greger, Investor Relations
Tel.: +43 (1) 40 440-21600; e-mail: investor.relations@omv.com
end of announcement euro adhoc
--------------------------------------------------------------------------------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
ISIN: AT0000743059
indexes: ATX
stockmarkets: Wien
language: English
Original-Content von: OMV Aktiengesellschaft, übermittelt durch news aktuell