=------------------------------------------------------------------------------- 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. =------------------------------------------------------------------------------- 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.
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