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Results of OMV’s Annual General Meeting

May 13, 2009 - 7:30 pm (CET)

  • Dividend of EUR 1.00 per share approved
  • Authorization granted for share buy-back
  • Authority granted to increase capital respectively issue convertible bonds, up to a maximum of 77,900,000 shares
  • Amendments to the Articles of Association approved
  • Election of members of the Supervisory Board

OMV’s Annual General Meeting has approved a dividend of EUR 1.00 per share for 2008 as well as all agenda resolutions. OMV CEO Wolfgang Ruttenstorfer said: “The calendar year 2008 was unquestionably a year of extreme events. Until the middle of the year, oil prices had spiralled to well over USD 140 per barrel, and in the second half of the year, they plummeted due to the global financial crisis. Nevertheless, OMV has again achieved a record operational profit thanks to the consistent execution of its expansion strategy. Under the current economic situation, our aim is to maintain a conservative financial strategy and to handle our financial resources prudently in order to ensure that we have the necessary means to facilitate sustainable value growth.”

Today’s Annual General Meeting has approved a dividend of EUR 1.00 per share, which corresponds to a payout ratio of 22%. The payment date was agreed for May 19, 2009. The meeting was presented the duly adopted annual financial statements and discharged the Executive Board and Supervisory Board. The annual remuneration of the Supervisory Board was set at the same level as in 2008. Deloitte Audit Wirtschaftsprüfungs GmbH was re-elected as auditor for 2009.

Share buy-back
As in previous years, the meeting authorized the Executive Board to acquire own bearer shares up to the maximum legally permitted. The validity period of this authorisation is 30 months commencing today. The share buy back could be carried out at a minimum price that may not be below 30% of the average un-weighted closing price over the preceding ten trading days and a maximum price per share that may not exceed the average un-weighted closing price over the preceding ten trading days by more than 30%.

Capital increase and convertible bonds
The authorization for a capital increase of up to 77,900,000 shares has been given and is valid until May 13, 2014. In addition, the Annual General Meeting further authorized the Company to issue up to EUR 3 bn of convertible bonds or 77,900,000 shares. In accordance, an increase in conditional capital was also approved, whereby authorized and conditional capital increases are limited to a maximum of 77,900,000 shares. The convertible bonds therefore represent an alternative or a complement to a capital increase. Should a capital increase occur, subscription rights may be excluded, as in previous occasions, in cases where there is a contribution in kind.  However, when issuing convertible bonds, the Company has again the right to fully exclude subscription rights.

Amendments of the Articles of Association
The Annual General Meeting has approved the following amendments to the Articles of Association: With regard to the permitted languages, it was agreed that legally effective notices from shareholders or third parties acting on their behalf (e.g. banks) are to be addressed to the company in German or English. This applies in particular for deposit confirmations. In addition, the General Meeting shall be conducted in German. Moreover, the age restriction previously applied to members of the Executive and Supervisory Board has been lifted.

Election of members of the Supervisory Board
Due to the expiration of the terms of the members of the Supervisory Board at the close of this Annual General Meeting, the following people were elected as members of the Supervisory Board until the close of the General Meeting which concerns the 2013 fiscal year:

Mr. Mohamed AL KHAJA,

Mrs. Alyazia AL KUWAITI,

Mrs. Elif BILGI-ZAPPAROLI,

Mr. Helmut DRAXLER,

Mr. Wolfram LITTICH,

Mr. Peter MICHAELIS,

Mr. Herbert STEPIC,

Mr. Herbert WERNER,

Mr. Rainer WIELTSCH,

Mr. Norbert ZIMMERMANN.

The CVs of the new members of the Supervisory Board are available on OMV’s website.

In the following constitutive supervisory board meeting, Mr. Peter Michaelis was elected president of Supervisory Board, Mrs. Alyazia Al Kuwaiti and Mr. Rainer Wieltsch were elected Vice President of Supervisory Board.

Voting results will be posted on the OMV site at www.omv.com> Investor Relations > Events > Annual General Meeting.

Background information:

OMV Aktiengesellschaft

With Group sales of EUR 25.54 bn, a workforce of 41,282 employees in 2008, and a market capitalization of approximately EUR 7 bn, OMV Aktiengesellschaft is one of Austria’s largest listed industrial companies. With oil and gas reserves of approximately 1.20 bn boe, a production of around 317,000 boe/d in 2008 and an annual refining capacity of 25.8 mn t, OMV is the largest oil and gas group in Central Europe. OMV has 2,528 filling stations in 13 countries, resulting in a market share of 20% of the Group in the Refining and Marketing (R&M) business segment in the Danube Region. In Exploration and Production (E&P), OMV is active in 17 countries in six core regions. OMV sells approximately 13 bcm of gas per year. Via Baumgarten, one of the most important turntables for gas in Europe, approximately 66 bcm gas is transported annually. OMV’s gas trading platform, the Central European Gas Hub, is amongst the three largest hubs in Europe. As of year-end 2008, OMV holds a 36% stake in Borealis AG, one of the world’s leading producers of polyolefins. Other important holdings are: 51% of Petrom S.A., in total 59% of EconGas GmbH and 45% of the refining network Bayernoil. OMV further strengthened its leading position in the European growth belt through the acquisition of 41.58% of Petrol Ofisi, Turkey’s leading company in the retail and commercial business.

Annual General Meeting 2009 „carbon neutral“ 
After having realized the first “carbon neutral” Annual General Meeting in Austria in 2007, OMV once more in 2009 contributes to sustainable development and climate protection by the way how the Annual General Meeting was organized. In order to do so, we have determined the CO2 emissions caused by the realization of the Annual General Meeting, and we off-set these emissions through CO2 reduction certificates bought from a selected project. Thus, the Annual General Meeting is realized carbon neutral for the third time. Carbon neutral means that unavoidable emissions of greenhouse gases into the atmosphere will be compensated by emission reductions achieved in climate protection projects. We have selected a wind power plant that generates renewable energy and hence contributes to reducing greenhouse gas emissions significantly. A carbon neutral Annual General Meeting is one of our various activities to ensure economic, environmental and social sustainability of our business activities.

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