OMV Aktiengesellschaft: Public Announcement of a Transaction with a related Party pursuant to Sec 95a (5) of the Austrian Stock Corporation Act

Vienna (pta028/14.03.2025/16:00 UTC+1)

Framework agreement with ADNOC on a combination of Borealis, Borouge and NOVA Chemicals

OMV Aktiengesellschaft ("OMV") and Abu Dhabi National Oil Company (ADNOC) P.J.S.C. ("ADNOC") have signed a framework agreement on the combination of their polyolefins businesses. The agreement foresees a combination of Borealis and Borouge under a new, jointly controlled joint venture company. The new company shall be a joint platform for OMV and ADNOC for potential growth acquisitions in the polyolefins sector and shall be named Borouge Group International.

OMV and ADNOC have also signed an agreement, which foresees the purchase of all shares in NOVA Chemicals Corporation ("NOVA Chemicals") by the new joint venture company for a purchase price of USD 9.377 bn from NOVA Chemicals Holding GmbH, a wholly owned subsidiary of Mubadala Investment Company PJSC. This purchase is pursuant to a share purchase agreement for NOVA Chemicals, which was concluded by ADNOC as purchaser and, subject to the satisfaction of certain regulatory and other conditions, shall be novated to a subsidiary of the new joint venture company, resulting in the acquisition of NOVA Chemicals by the joint venture company.

OMV and ADNOC shall have equal shareholdings and joint control in such joint venture company. It is envisaged that OMV makes a capital injection into the joint venture company in the amount of EUR 1.608 bn (determined as of the reference date 1 January 2025), to be reduced by dividends paid out until completion of the transaction (currently expected for 2026) (adjustment to the changes in the value of Borealis and Borouge due to such dividends).

As part of the transaction, Borealis' current 40% participation in Borouge 4 LLC ("B4") as well as the shareholder loans and shareholder guarantees granted by Borealis to and for the benefit of B4 shall also be transferred pro rata to OMV (or OMV Downstream GmbH) (30%) and ADNOC (or its wholly-owned subsidiary MPP Holdings GmbH) (10%) and shall, at the earliest after completion of the cracker built by B4 be transferred back by OMV and ADNOC to Borouge Group International.

In addition, the framework agreement mentioned above foresees an extension and amendment of the supply contracts for ethylene and propylene between OMV Downstream GmbH and OMV Deutschland Marketing & Trading GmbH & Co KG on the one hand and Borealis AG on the other hand for the sites Schwechat, Burghausen and Geleen.

The transaction is, inter alia, subject to (i) negotiations and agreement with ADNOC on the implementation agreements, (ii) approvals of the implementation agreements by the Executive Board of OMV as well as by the corporate bodies of ADNOC, and (iii) approvals by authorities (such as merger control clearances).

The following information is announced with regard to such transaction:

Name of the Related Parties: Abu Dhabi National Oil Company (ADNOC) P.J.S.C., Abu Dhabi, United Arab Emirates and, with regard to the supply agreements and B4 also Borealis AG and the future joint venture company, Borouge Group International AG.

Date of the Transaction: Contracts (framework agreement and agreement on acquisition of NOVA Chemicals) signed on 3 March 2025, entry into force upon approval by the OMV Supervisory Board on 14 March 2025. The implementation agreements and the amendments of the supply agreements will only be signed at a later point in time (without further notification pursuant to Sec 95a para 5 AktG).

Further information as to the aforementioned transaction is available on the internet site of OMV Aktiengesellschaft under www.omv.com/en/investors/mandatory-disclosures.

Disclaimer

This announcement is not intended to, and does not constitute, an offer (or an intention to make an offer) by any person (including ADNOC, OMV, Borealis, NOVA Chemicals or, following its incorporation, Borouge Group International) for shares in Borouge under the Decision of the Chairman of the SCA Board of Directors No. (18 / R.M) of 2017 or under the ADGM Takeover Regulations (Takeover Code) Rules 2015.

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