Report
Expert Corporate Governance Service (ECGS)
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OMV - AGM 14 May 2019

Item 4: Supervisory Board Chairman Peter Löscher will resign from the Board with effect as of the close of the AGM 2019. The Company fails to disclose who will stand for the position of Chairman after the AGM. We raise our concerns over this lack of transparency. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Presidential and Nomination Committee ("Chairman's and Nomination Committee"), Peter Löscher. As the discharge is proposed in a bundled resolution, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Items 7i and 7ii: We recommend to oppose the LTIP 2019 and the Equity Deferral 2019. We consider both plans as sufficiently stretching but raise our concerns over the fact that the target levels are not disclosed and by that it is not possible to calculate the maximum amounts payable under these plans. We therefore recommend opposition.

Items 8c, 8d, 8e, 8f and 8g: We recommend to oppose the (re-)election of Alyazia Ali Al Kuwaiti, Mansour Mohamed Al Mulla, Karl Rose, Johann Georg Schelling and MMag. Thomas Schmid to the Supervisory Board due to our concerns over the insufficient independent representation on the Board.

Item 9: The Company shall be authorised to acquire its own shares within legal boundaries (5% of share capital within a period of 15 months). However, we note that this authorisation permits shares to be repurchased at a premium of 20% to market price in certain circumstances which exceeds our guidelines. We recommend opposition.

Underlying
OMV AG

OMV is an international energy company with activities in Exploration and Production (E&P), Refining and Marketing including petrochemicals (R&M), and Gas and Power (G&P). Co. explores and develops oil and gas resources and supply energy to over 100 million people. OMV has three operating segments: Exploration and Production (E&P), Refining and Marketing, including petrochemicals (R&M), and Gas and Power (G&P), as well as the segment Corporate and Other (Co&O).

Provider
Proxinvest
Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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