OMV Aktiengesellschaft: Report pursuant to section 65 para 1b in conjunction with sections 171 para 1 and 153 para 4 Stock Corporation Act

Vienna (pta012/17.02.2023/09:00 UTC+1)

OMV Aktiengesellschaft

Corporate register number: 93363z

ISIN: AT0000743059

Report pursuant to section 65 para 1b in conjunction with sections 171 para 1 and 153 para 4 Stock Corporation Act

The Executive Board of OMV Aktiengesellschaft ("OMV" or "Company") has been authorized by resolution of the Annual General Meeting of the Company held on June 2, 2021, for a period of 5 years from the adoption of the resolution, subject to the approval of the Supervisory Board, to dispose of or utilize treasury shares repurchased or already held by the Company when the resolution was adopted to grant shares to employees, senior employees and/or members of the Executive Board/management boards of the Company or one of its affiliates including for purposes of share transfer programs, in particular long term incentive plans including Equity Deferrals or other stock ownership plans, under exclusion of the general purchasing possibility of shareholders (exclusion of subscription rights). The authorization can be exercised as a whole or in parts and also in several tranches by the Company, by a subsidiary (Section 189a Number 7 Commercial Code) or by third parties for the account of the Company.

The Executive Board and the Supervisory Board of OMV intend to make use of such authorization and to resolve upon an allocation of up to a maximum of 91,583 (for members of the Executive Board) as well as a maximum of 112,985 (for other Senior Managers) treasury shares in the Company under the Long Term Incentive Plan 2020 (LTIP 2020), which was approved by the Annual General Meeting of the Company on September 29, 2020, and under the share part of the Annual Bonus 2022 ("Equity Deferral"), which was approved by the Annual General Meeting of the Company on June 3, 2022, to members of the Executive Board and Senior Executives of OMV Group. The actual number of shares to be transferred is subject to performance under these programs, depends on the resolution of the Supervisory Board of OMV and will be published separately. The Executive Board and the Supervisory Board of OMV, represented by the Remuneration Committee, therefore report as follows:

R E P O R T:

1. Long-Term Incentive Plan 2020

Plan purpose and objectives

The Long-Term Incentive Plan (LTIP) 2020 is a long-term compensation instrument for the Executive Board and selected Senior Managers that promotes mid- and long-term value creation at OMV and aligns the interests of management and shareholders by granting OMV shares to management, subject to performance measured against key performance criteria linked to the medium-term strategy and shareholder return. The plan also seeks to prevent inadequate risk-taking.

Eligibility

Executive Board members of OMV are obliged to participate. Selected Senior Managers of OMV Group may participate in the LTIP 2020. The nomination of Senior Managers to the LTIP 2020 was made by the Executive Board of OMV. Potential share transfers are based on the performance of the respective Senior Manager in the respective year and may not be granted at all or granted on a pro rata basis. Declarations of participation are not required by the nominated Senior Managers.

Share ownership rules

There is no requirement for an upfront investment in OMV shares to participate in the LTIP 2020. However, Executive Board members and Senior Managers are required to build up an appropriate volume of shares in the Company and to hold these shares until retirement or departure from the Company. The shareholding requirement for the Executive Board members is defined as a percentage of the annual gross base salary (14 times (i) the gross base salary in January 2020 or (ii) the gross base salary for the first full month as an Executive Board member if such member was appointed during the year):

• Chief Executive Officer: 200%
• Deputy Chief Executive Officer: 175%
• Other Executive Board members: 150%

The shareholding requirement for Senior Managers is defined as 75% of the respective Target Long Term Incentive (LTI), which is fixed within a given range.

Executive Board members must achieve the required shareholding within 5 years after the start of their respective initial appointment as Executive Board member and – to reflect the appropriateness of the required shareholding and to allow for an increasing influence on the share price development with the number of years of service in the Executive Board - must maintain the relevant percentage in shares until retirement or departure from the company.

Basis for the calculation of the respective number of required shares is the average share price over the 3-month period January 1, 2020 – March 31, 2020 (= average of closing prices at Vienna Stock Exchange). The calculated number of shares is rounded up. Subsequent changes in the share price do not influence the number of shares required. In case and to the extent the salary of an Executive Board member increases during the performance period, the number of required shares has to be adapted (using the above defined share price).

Shares granted to Executive Board members under the Equity Deferral 2022 or other Equity Deferrals and shares vesting under LTIP 2020 and former LTIPs as well as investments made for previous LTIPs count towards this shareholding requirement, provided that the shares are held on an OMV trustee deposit. Privately owned shares may be transferred to the OMV trustee deposit to be counted towards the shareholding requirement.

Dividends, if any, for the shares held on OMV trustee deposits are paid out in cash. Senior Managers are not obliged to hold Company shares if this is prohibited by law in the countries where the respective Senior Managers work.

Grant levels and plan mechanisms

The Target LTI in EUR is defined in the respective contracts of the Executive Board members and determined for each Senior Manager by the OMV Executive Board in general within a defined range. In any case, the maximum Target LTI for a Senior Manager shall not exceed 112.5% of the annual gross base salary in January 2020.

In case an Executive Board member is only appointed during the year 2020, the Target LTI for 2020 is calculated on a pro rata basis. The same applies for an exit during the year 2020. For Senior Managers in case LTIP eligibility starts between January 1 and June 1, 2020 and/or ends before June 1, 2020, the Target LTI is calculated on a monthly pro rata basis.

The Target LTI of each participant is converted into a number of Share Equivalents, calculated as follows: The Target LTI is divided by OMV's average share price (= closing price at the Vienna Stock Exchange over the 3-month period January 1, 2020 to March 31, 2020). The number of Share Equivalents will be rounded down. Prior to the Vesting Date, the participants do not hold the Share Equivalents and have no voting or dividend rights from these shares. After the performance period of three years, the definite number of shares shall be calculated based on the achievement of the performance criteria and made available to the participant on the Vesting Date net of taxes, subject to the fulfilment of the shareholding requirement.

The final number of shares is calculated by multiplying the number of Share Equivalents with the overall percentage of performance achievement. This results from the target achievements of each Performance Criterion, its respective weightings and – with respect to Executive Board members – the potential HSSE malus (see "Performance criteria and weightings"). In any case, the total accumulated number of shares paid out under this plan or other share incentive plans of the OMV Group shall amount to less than 5% of outstanding share capital. The actual number of shares is expected to be far below 5%.

Effective date and term

• Plan commencement: January 1, 2020
• Performance period: 3 years (January 1, 2020 to December 31, 2022)
• Vesting date: March 31, 2023

Performance criteria and weightings

The performance criteria and their corresponding weightings for Executive Board members focus on sustained value creation across the following areas of performance: Relative Total Shareholder Return (35%), Free Cash Flow (50%), Greenhouse Gases emission reduction (10%) and Diversity: increase the proportion of women at management level (5%). For Senior Managers, a different weighting and further criteria apply: Relative Total Shareholder Return (30%), Free Cash Flow (35%), Greenhouse Gases emission reduction (10%), Operational Targets (Reserve Replacement Rate, Upstream production, Natural Gas sales volume, Refinery Utilization Rate, each 5%) and a Discretionary evaluation of the performance of divestment and acquisition projects (5%). For Senior Managers at OMV Petrom S.A., deviating Performance Criteria and weightings were determined taking into account OMV and Petrom TSRs (30%) and Petrom FCFs (35%), Sustainability Elements (15%), Operational Targets (Upstream Production, Refinery Utilization Rate, Operating Cumulative Costs, each 5%) concerning OMV Petrom as well as a discretionary element (5%).

In 2020, the specific performance targets were set for the performance period (January 1, 2020 until December 31, 2022) and communicated to the plan participants. The performance criteria must not be modified thereafter. However – in order to maintain the incentivizing character of the program – the Supervisory Board (for Executive Board members) and the Executive Board or the other competent corporate body (for Senior Managers) will have discretion to adjust the threshold/target/maximum levels of the Free Cash Flow (but not the criteria as such) in case of significantly changed market conditions and/or other special circumstances. In situations where a severe health, and safety and security or environmental breach has occurred, the OMV Supervisory Board can reexamine the level of the LTI payout for Executive Board members and, depending on the extent of the infraction, reduce it at its reasonable discretion, if necessary to zero (HSSE Malus).

Share transfer/pay-out

To the extent that the shareholding requirement is not fulfilled, the payment will automatically be made in shares until the requirement is reached. Otherwise the Executive Board members can opt for (i) single payment in shares, or (ii) single payment in cash. Participating Senior Managers can opt for (i) single payment in shares, or (ii) single payment cash, or (iii) cash payment in instalments. Participants had to make this decision by quarter three of the year in which the plan started. If this decision could not be made due to compliance relevant information the payment will automatically be made in cash. The transfer of shares or cash payment to the participants is generally made net after deduction of taxes (in Austria payroll tax deduction). The total number of shares (net after deduction of taxes) to be allocated at vesting will be rounded down.

For the Executive Board Members a cap of 200% of the Share Equivalents is applicable for the number of vesting shares. In case of a cash payout, an additional payout cap of 300% of the Target LTI is applicable for Executive Board members. A payout in cash above 300% of the Target LTI is not permissible for Executive Board members.

If the approval of the share transfer has been given by the Supervisory Board on the Vesting Date or earlier, transfer of shares will be executed on the next business day after Vesting Date, otherwise the transfer takes place at the beginning of the month following the authorization, in each case subject to legal restrictions, if any. The Company does not cover any share price risk caused by the delay or by the transfer.

If a payment is made in cash, the amount will be calculated by using OMV's average share price (= average of the closing prices at the Vienna Stock Exchange) over the three-month period January 1, 2023 – March 31, 2023.

In case any payment in cash or transfer of shares is based on incorrect data, the amounts will be corrected and claimed back accordingly.

Plan management for leavers

• Participants leaving due to their own fault: Unvested awards are forfeited.
• Participants leaving due to no fault on their own: Unvested plans continue for Executive Board members, pro-rated and settled in cash for Senior Managers.
• Retirement: Unvested plans continue.
• Death: Unvested plans are valued and settled in cash per date of death. The value shall be calculated based on the actual performance until the date of death plus budget/Medium Term Plan numbers for the remaining time.
• Temporary leavers (Senior Managers): Unvested plans are suspended during the leave (if more than 3 consecutive months) but continue for active periods of employment.

Change of control in the ownership structure

In case of early termination of the appointment as an Executive Board member and/or the related employment contract declared by the company following a change of control in OMV, any award under the LTIP 2020 shall vest on the date of the Change of Control subject to the projected target achievement at that time. All other early terminations following a change of control in OMV result in the application of the leaver concept (see above).

2. Share part of the Annual Bonus 2022 ("Equity Deferral")

Plan purpose and objectives

The share part of the Annual Bonus 2022 ("Equity Deferral"), as an integrated element of the annual bonus, is a long-term incentive and compensation instrument for Executive Board members that promotes retention and shareholder alignment.

All shares to be granted under the share part of the Annual Bonus 2022 will be counted towards the shareholding requirements under existing and future Long Term Incentive Plans, and will be transferred to a trustee deposit account of the Company subject to a holding period of three years.

Based on the resolution of the Annual General Meeting of the Company held on June 3, 2022, an award of shares will be made to Executive Board members in the amount of minimum 1/3 of their Annual Bonus, which is subject to a three year holding period. A maximum 2/3 of their Annual Bonus will be paid out as a Cash Bonus. The percentage breakdown into cash and share components is defined in the respective service contracts. In total, the maximum Annual Bonus can amount to 180% of the Target Annual Bonus defined in the respective Executive Board member's contract.

Performance criteria and weightings

The Annual Bonus is based on the following performance criteria: Financial Targets (70%), Operational Targets (15%) and ESG Targets (15%). In addition, a Health & Safety Malus with a value between 0.8 and 1.0 is applicable to the overall target achievement, which will be determined at the discretion of the OMV Remuneration Committee on the basis of pre-defined criteria.

The shares granted have to be reduced or returned in the case of a clawback event. Furthermore, if the shares were allocated based on incorrect calculations of the bonus, the Executive Board members are obligated to return benefits obtained due to such wrong figures.

The performance criteria defined for the Annual Bonus must not be amended during the term of the share part of the Annual Bonus ("Equity Deferral"). However, remuneration plan gives the Remuneration Committee the authority to adjust the threshold, target, and maximum levels based on actual oil/gas prices and EUR/USD exchange rates compared with assumptions at the time the targets were set, in order to maintain the incentivizing character of the program. The adjustment is possible in both directions.

Plan mechanisms

Upon determination of the Annual Bonus by the Remuneration Committee, minimum one third of the Actual Annual Bonus is allocated in shares and deferred while the other maximum two thirds are paid out in cash. The share grant will be made net (after deduction of taxes) in company shares which shall be transferred to a trustee deposit, managed by the company, to be held for three years (holding period). Dividends, if any, earned from the vested shares are paid out to the Executive Board members in cash.

Determination of number of shares

The number of shares awarded is calculated as follows:

(Minimum) one third of the gross amount of the Actual Annual Bonus is divided by the average OMV share price (= closing price at the Vienna Stock Exchange over the 3-month period November 1, 2022 – January 31, 2023). The resulting number of shares will be rounded down.

Effective dates and term

• Plan start: January 1, 2022 as an integral part of the Annual Bonus
• Vesting Date: March 31, 2023
• Holding period for share part ("Equity Deferral"): 3 years from vesting

Share transfer/Pay-out

If authorization of the share transfer has been given by the Supervisory Board on Vesting Date or earlier, the transfer of shares will be executed on the next business day after the Vesting Date, otherwise the transfer takes place at the beginning of the next month following the authorization. As the plan's payout structure is pre-defined and does not require an active decision by the Executive Board members, transfer will be executed irrespective of trading windows. The Company does not cover any share price risk caused by the delay or by transfer.

The payment of shares to the participants is made in the form of restricted shares (net after deduction of taxes), subject to legal restrictions, if any. The shares must be held three years from vesting (holding period).

In addition to the payout caps defined for the LTIP and the Annual Bonus, a maximum Total Annual Compensation is defined by the Remuneration Committee for each Executive Board member.

Leaving Executive Board members

The rules outlined above for the LTIP 2020 apply, however, the vesting of unvested awards for leavers due to no fault on their own or in the case of retirement and permanent disability remains subject to a decision to be made by the Remuneration Committee at its discretion.

Clawback

Under the following circumstances, the Remuneration Committee may reduce the number of shares vesting under the share part of the Annual Bonus or may request from the Executive Board members a retransfer of shares which have been granted or allocated under the share part of the Annual Bonus:

• Adjustment of audited financial statements due to a mistake.
• Material failure of risk management which leads to significant losses.
• Serious misconduct of individual Executive Board member which violates Austrian law

3. Number of awardable shares

Based on the above mentioned criteria of the LTIP 2020 as well as the share part of the Annual Bonus 2022 ("Equity Deferral") and the respective maximum achievements of the performance criteria, the maximum numbers of bonus shares awardable to the current and former members of the Executive Board and other Senior Executives are as set out below. The decisions of the participants to opt for payout in shares under the LTIP 2020 have been considered. The actual number of shares to be transferred is subject to a resolution by the Supervisory Board of OMV and will be published separately.

(i) Current and former members of the Executive Board:

Chief Executive Officer/Executive Officer Chemicals & Materials: 20,326

Chief Financial Officer/Executive Officer Energy: 16,853

Executive Officer Fuels & Feedstock: 9,222

Former Executive Board Members: 45,182

(ii) Other Senior Managers: 112,985

The numbers of shares mentioned above are gross numbers at maximum performance achievement level. The actual number of shares to be transferred after assessment of the actual performance achievement will be a net amount after deduction of taxes and duties and will be published after the transfer on the website of OMV (https://www.omv.com/en/investor-relations/omv-share/mandatory-disclosures).

4. Exclusion of shareholders' general right to purchase shares

As outlined above, OMV treasury shares shall be granted to the members of the Executive Board and other Senior Managers of OMV Group under the LTIP 2020 and under the share part of the Annual Bonus 2022. OMV thereby intends to increase the focus of the participants on the long-term Company value and their identification with the Company. The LTIP 2020 and the share part of the Annual Bonus 2022 are performance-based and long-term compensation and incentive instruments which shall promote the mid- and long-term value creation at OMV, align the interests of the management and shareholders through long-term investment in shares and minimize risks. For such purpose it is necessary to exclude, in respect of the treasury shares used for the LTIP 2020 and the share part of the Annual Bonus 2022, the shareholders' right to purchase OMV shares.

The LTIP 2020 was approved by the Annual General Meeting of the Company on September 29, 2020. The share part of the Annual Bonus 2022 was approved by the Annual General Meeting of the Company on June 3, 2022.

Therefore, in relation to the utilization of the treasury shares described above, the interest of the Company prevails over the shareholders' interest in having a possibility to purchase OMV shares in the course of the utilization/sale of treasury shares. Taking into account all considerations set out above, the exclusion of the shareholders' possibility to purchase treasury shares is necessary, reasonable, appropriate, in the best interest of the Company and therefore objectively justified.

Vienna, February 2023 The Executive Board and the Supervisory Board

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Emitter:	OMV Aktiengesellschaft Trabrennstraße 6-8 1020 Wien Austria
Contact Person:	Thomas Hölzl
Phone:	+43 1 40440/23760
E-Mail:	compliance@omv.com
Website:	www.omv.com
ISIN(s):	AT0000743059 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)