Vienna (pta/31.05.2023/21:47 UTC+2)
OMV Aktiengesellschaft, Vienna
Publication of a resolution of the Annual General Meeting pursuant to Section 119 Para 9 Austrian Stock Exchange Act in connection with Section 2 Para 1 Austrian Publication Regulation 2018
The ordinary Annual General Meeting of OMV Aktiengesellschaft (hereinafter referred to as "the Company") held on May 31, 2023, adopted the following resolution in relation to item 10 of the agenda (Authorization of the Executive Board to repurchase treasury shares and to cancel shares and authorization of the Supervisory Board to adopt amendments to the Articles of Association resulting from the cancellation of shares):
"The Executive Board is authorized to repurchase, subject to the approval of the Supervisory Board,
a) bearer shares of no par value of the Company up to a maximum of 5% of the Company's nominal capital (which currently corresponds to 16,363,636 shares), in accordance with Section 65 para 1 number 8 Austrian Stock Corporation Act,
b) over a period of 15 months from the date of adoption of the resolution by the General Meeting,
c) for a minimum consideration per share being at the utmost 30% lower than the average, unweighted stock exchange closing price over the preceding ten trading days prior to the respective repurchase of the shares, and a maximum consideration per share being at the utmost 20% higher than the average, unweighted stock exchange closing price over the preceding ten trading days prior to the respective repurchase of the shares,
whereby any repurchases have to be exercised in such way that the Company does not hold more than 1,300,000 treasury shares at any time.
Such repurchases may take place via the stock exchange or a public offering or by any other legal means and for the purpose of share transfer programs, in particular Long Term Incentive Plans, Equity Deferrals or other stock ownership plans.
The Executive Board is further authorized to cancel stock repurchased or already held by the Company subject to the approval of the Supervisory Board but without further resolution of the General Meeting and to authorize the Supervisory Board to adopt amendments to the Articles of Association resulting from the cancellation of shares.
The authorization can be exercised as a whole or in parts and also several times by the Company, by a subsidiary (Section 189a number 7 Austrian Commercial Code) or by third parties for the account of the Company and shall be exercised always in such manner that it is to the benefit and in the best interest of the Company."
Vienna, May 2023
The Executive Board