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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28.04.2021

OMV Aktiengesellschaft
Vienna
Corporate register number: 93363z
ISIN: AT0000743059

Convocation of the Annual General Meeting

of OMV Aktiengesellschaft on Wednesday, 2 June 2021 at 2:00 pm CEST (local time
Vienna) at Congress Center Messe Wien, Reed Messe Wien GmbH, Messeplatz 1, 1020
Vienna, Austria (U2-station Messe-Prater).

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 this year's
Annual General Meeting without physical presence of shareholders. In view of the
current circumstances and after careful consideration by the Executive Board,
holding the Annual General Meeting in virtual form is necessary for the welfare
and in the best interests of both the Company and its shareholders.

The Annual General Meeting on 2 June 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: [email protected].

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 Austrian Stock Corporation Act (Aktiengesetz; "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 2
June 2021 from approximately 2 p.m. onwards on the internet under a link
provided at www.omv.com > About us > Corporate Governance > General Meeting >
Annual General Meeting 2021, 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 report of the Executive Board, 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 the virtual General Meeting in
accordance with Section 3 para 3 in conjunction with Section 2 para 4 Corporate
COVID-19 Regulation" which is made available by 12 May 2021, at the latest, at
www.omv.com > About us > Corporate Governance > General Meeting > Annual General
Meeting 2021. We kindly ask our shareholders to pay special attention to this
information and to the participation requirements and conditions described
therein.

Agenda

1. Submission of the adopted Financial Statements 2020 including the
Directors' Report, the (consolidated) Corporate Governance-Report, the
(consolidated) Payments to Governments Report, the consolidated Non-
financial Report, the Group Financial Statements 2020 including the Group
Directors' Report, the proposal of the appropriation of the balance sheet
profit as well as the Supervisory Board Report for the financial year 2020.
2. Resolution on the appropriation of the balance sheet profit reported in the
Financial Statements 2020.
3. Resolution on the discharge of the members of the Executive Board for the
financial year 2020.
4. Resolution on the discharge of the members of the Supervisory Board for the
financial year 2020.
5. Resolution on the remuneration for the members of the Supervisory Board for
the financial year 2020.
6. Appointment of the auditor and Group auditor for the financial year 2021.
7. Resolution on the Remuneration Report for the Executive Board and the
Supervisory Board.
8. Resolutions on the Long Term Incentive Plan and the Equity Deferral.
9. Elections to the Supervisory Board.
10. Resolution on the authorization of the Executive Board, subject to the
approval of the Supervisory Board, to utilize the Company's treasury stock
or dispose of repurchased treasury shares or treasury shares already held
by the Company to grant to employees, executive employees and/or members of
the Executive Board/management boards of the Company or its affiliates
including for purposes of share transfer programs, in particular long term
incentive plans including equity deferrals or other stock ownership plans,
and to thereby exclude the general purchasing right of shareholders.

Documents for the General Meeting

To prepare for the General Meeting, the following documents will be available to
our shareholders from 12 May 2021 onwards, at the latest:

* 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 documents listed in agenda item 1;
* the joint resolution proposals of the Executive Board and the Supervisory
Board concerning agenda items 2, 3, 4, 5, 7, 8 and 10;
* the resolution proposals of the Supervisory Board concerning agenda items 6
and 9;
* the Remuneration Report for the Executive Board and the Supervisory Board;
* the declarations pursuant to Section 87 para 2 AktG concerning agenda item 9;
and
* the Report pursuant to Section 65 para 1b in conjunction with Sections 170
para 2 and 153 para 4 Stock Corporation Act for the adoption of the resolution
under item 10.

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 > About us >
Corporate Governance > General Meeting > Annual General Meeting 2021 from 12 May
2021 at the latest.

In addition, the individual and consolidated financial statements, each
including notes, will be published in the "Amtsblatt zur Wiener Zeitung"
(official gazette section of the Wiener Zeitung) on 4 June 2021.

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. Sunday, 23 May 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 23 May 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 > Investors > OMV Share > Mandatory Disclosures > 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 (23 May 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 28 May 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: [email protected], 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

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 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
[email protected]

* Mr. Florian Beckermann

c/o Interessenverband für Anleger, IVA
1130 Vienna, Feldmühlgasse 22
[email protected]

* Mr. Christoph Moser, Attorney at Law

c/o Schönherr Rechtsanwälte GmbH
1010 Vienna, Schottenring 19
[email protected]

* Mr. Christoph Nauer, Attorney at Law

c/o bpv Hügel Rechtsanwälte GmbH
1220 Vienna, ARES-Tower, Donau-City-Strasse 11
[email protected]

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 > About us > Corporate
Governance > General Meeting > Annual General Meeting 2021 from 12 May 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 1 June
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: [email protected]
[[email protected]]
for Mr. Moser: [email protected] [[email protected]]
for Mr. Beckermann: [email protected]
[[email protected]]
for Mr. Nauer: [email protected] [[email protected]]
whereby the power of attorney must be attached to the e-mail in text form, for
example as PDF or TIF;

please submit powers of attorney issued to persons other than the abovementioned
special proxy holders, in the form described, to
[email protected];

* per fax: +43 1 8900 500 56;

* per SWIFT: GIBAATWGGMS - Message Type MT598 or MT599; please indicate ISIN
AT0000743059 in the text.

By this way of transmission, the special proxy holder chosen by you has direct
access to the power of attorney.

A power of attorney 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 12 May 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 21 May 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 9) 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 21 May 2021. Proposals for the election of Supervisory Board members,
including the mentioned statements, must be publishedby the Company on its
website (as registered with the corporate register) by 26 May 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, an objection against the joint fulfillment by the
majority of the capital representatives was raised more than six weeks in
advance of the General Meeting. 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 separately. At present, the Supervisory Board is composed
of fifteen members (ten capital representatives and five employee
representatives). Based on an unchanged number of Supervisory Board members, at
least three seats of the capital representatives are each required to be filled
with such number of men and woman in order to fulfil the minimum quota.

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
2021" which is available on the Company's website recorded with the corporate
register at www.omv.com > About us > Corporate Governance > General Meeting >
Annual General Meeting 2021.

In addition, please find further information in connection with the holding of
this year's Annual 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 the virtual
General Meeting in accordance with Section 3 para 3 in conjunction with Section
2 para 4 Corporate COVID-19 Regulation", which will be available by 12 May 2021,
at the latest, on the Company's website recorded with the corporate register at
www.omv.com > About us > Corporate Governance > General Meeting > Annual General
Meeting 2021.

Total number of shares and voting rights

On 28 April 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, on 28 April 2021, 326,974,881 voting rights can be
exercised. The number of exercisable voting rights is subject to change up until
the Annual General Meeting due to the transfer of treasury shares under the 2018
Long Term Incentive Plan and the Share Part of the 2020 Annual Bonus ("Equity
Deferral") planned for early May 2021.

A dividend pursuant to the resolution 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 4 June 2021 at the latest.
Shareholders may exercise their dividend rights through their deposit bank. The
bank will credit the dividend to the relevant account via the paying agencies.

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 object are exclusively
exercised by granting power of attorney and instructions to one of the special
proxies proposed by the company in accordance with the respective provisions of
the COVID-19-GesV.

OMV AG processes personal data of shareholders (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 2018"), 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 Annual 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 or is carried out 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. The legal basis for data processing is Art. 6 para. 1
lit c GDPR and Art. 6 para. 1 lit f GDPR.

OMV AG uses external service providers, such as notaries, lawyers and service
providers specialising in the organisation of the General Meeting for the
purpose of organising the General Meeting. They shall receive from OMV AG only
such personal data as are necessary for the performance of their service and
shall 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 proxies
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 Annual General Meeting to the Austrian Commercial
Register (Section 120 AktG).

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, tax and fiscal law and money laundering regulations. 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.

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
[email protected] 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 > About us > Corporate Governance > General Meeting >
Annual General Meeting 2021.

Vienna, April 2021
The Executive Board

Further inquiry note:
OMV Aktiengesellschaft

Andreas Rinofner, Public Relations
Tel.: +43 (1) 40 440-21357; e-mail: [email protected]

Florian Greger, Investor Relations
Tel.: +43 (1) 40 440-21600; e-mail: [email protected]

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: [email protected]
WWW: http://www.omv.com
ISIN: AT0000743059
indexes: ATX
stockmarkets: Wien
language: English

ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | EAE

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