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

Published: March 8, 2016; 09:01 · (Vindobona)

The Executive Board of OMV Aktiengesellschaft ("OMV" or "Company") has been authorized by resolution of the Annual General Meeting of the Company held on May 17, 2011, subject to the approval of the Supervisory Board but not to any further resolution of the General Meeting, to dispose of or utilize within five years of the adoption of the resolution, treasury shares in the Company also by other means than via stock exchange or public offering, in particular to satisfy stock options or long-term incentive plans for employees, senior employees and members of the Company's Executive Board or the management boards of its affiliates, or other employee stock ownership plans and for any other legal purpose.

OMV Aktiengesellschaft / Report pursuant to section 65 para 1b in conjunction with sections 171 para 1 and 153 para 4 Stock Corporation Act / Picture: © Vindobona.org

 

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Capital measures/OMV / Austria / Oil / Gas

OMV Aktiengesellschaft
Corporate register number: 93363z
ISIN: AT 0000743059

Please note: This report is legally required in order to be able to transfer
shares under the long-term, performance based incentive and compensation
programs to employees and managers within OMV Group. Please be aware that the
numbers of shares in this document are maximum amounts. The actual number of
shares to be transferred depends on the achievement of different criteria, may
be significantly smaller and in particular is subject to a separate resolution
by the Supervisory Board of OMV Aktiengesellschaft.

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
May 17, 2011, subject to the approval of the Supervisory Board but not to any
further resolution of the General Meeting, to dispose of or utilize within five
years of the adoption of the resolution, treasury shares in the Company also by
other means than via stock exchange or public offering, in particular to
satisfy stock options or long-term incentive plans for employees, senior
employees and members of the Company's Executive Board or the management boards
of its affiliates, or other employee stock ownership plans and for any other
legal purpose.

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
139,972 (for members of the Executive Board), a maximum of 541,426 (for other
senior executives) and a maximum of 22,200 (for Potentials) treasury shares in
the Company under the Long Term Incentive Plan 2013 (LTIP 2013), which was
approved by the Annual General Meeting of the Company on May 15, 2013, and
under the Matching Share Plan 2015 (MSP 2015), which was approved by the Annual
General Meeting of the Company on May 19, 2015, to members of the Executive
Board and senior executives and potentials of the OMV Group. The actual number
of shares to be transferred is subject to performance, depends on the
resolution of the Supervisory Board of OMV Aktiengesellschaft and will be
published separately. The Executive Board and the Supervisory Board of OMV
Aktiengesellschaft, represented by the Remuneration Committee, therefore report
as follows.

R E P O R T:

1.Long Term Incentive Plan 2013

Plan purpose and objectives

The Long Term Incentive Plan (LTIP) 2013 is a performance based and
long-term compensation instrument for the Executive Board, selected senior
managers and other employees of OMV Group that promotes mid- and long-term
value creation at OMV and aligns the interests of management and shareholders
by providing management with the possibility to receive shares in the Company
subject to performance (measured against key indicators linked to the
medium-term strategy and shareholder return). The plan also seeks to prevent
unnecessary risk-taking.

The defined performance criteria must not be amended during the performance
period of the LTIP 2013.

Eligibility

Executive Board members are obliged to participate. Selected senior managers
of OMV Group may participate in the LTIP 2013. Other employees of OMV Group
that have been nominated via the Career & Succession Planning process
("Potentials") may also participate in the LTIP 2013.

The nomination of senior managers to the LTIP by the Executive Board of OMV
Aktiengesellschaft is taking place annually and potential share transfers are
based on the performance level of the respective senior manager in the
respective year and may be granted in the amount of 0%, 25%, 50% or 75% level
for the respective year.

Personal share ownership rules

There is no requirement for an upfront investment in OMV shares to
participate in the LTIP 2013. 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 leaving the Company. The
shareholding requirement is defined as a percentage of the annual gross base
salary (14 times (i) the January gross base salary or (ii) the gross base
salary for the first

month as participant in the LTIP 2013):
* CEO: 200%
* Deputy CEO: 175%
* Other Executive Board members: 150%
* Senior managers: 75%

Executive Board members must achieve the required shareholding within 5
years after the start of their respective current contract as Executive Board
member. Basis for the calculation of the respective number of required shares
is the average share price over the 3-month period 1 January 2013 - 31 March
2013 (= average of closing prices at Vienna Stock Exchange). Once the above
percentage has been reached, subsequent changes in the share price do not
influence the number of shares required. In case and to the extent of a salary
increase of Executive Board members the number of required shares has to be
adapted.

Shares granted to Executive Board members under the Matching Share Plan
(MSP) 2015 or to be vested to Executive Board members under the LTIP 2013 as
well as investments made for previous LTIPs count towards this shareholding
requirement.

Dividends for the required shares held, if any, are paid out in cash. Senior
managers are not obliged to hold shares if the holding of the Company's shares
is prohibited by law in the countries where the respective senior managers
work.

Grant levels

The maximum number of shares granted under the LTIP 2013 is expressed as a
percentage of the annual gross base salary:

* 175% for the CEO
* 150% for the Deputy CEO
* 125% for other Executive Board members
* 112.5% for senior managers

In case the respective Executive Board member is appointed later than 1
January 2013, the grant for 2013 is calculated on a pro rata basis. The same
applies for an exit during 2013. The allocation is made by the Supervisory
Board or the Remuneration Committee of the Supervisory Board.

Plan mechanisms

The maximum number of shares to be granted to the participant at the Vesting
Date shall be calculated as follows: The relevant percentage for each
participant (as mentioned above) divided by OMV's average share price (=
closing price at the Vienna Stock Exchange) over the 3-month period 1 January
2013 to 31 March 2013. The number of shares will be rounded down. Before the
Vesting Date the potential shares are "virtual", i.e. the participants do not
hold these shares and have no voting or dividend rights. On the Vesting Date,
the definite number of shares shall be determined based on the achievement of
the performance criteria and then transferred to the participant.

The final number of shares is calculated by multiplying the maximum grant of
shares with the overall percentage of performance achievement.

Performance criteria and weightings

The performance criteria focus on sustained value creation across three
areas of performance:

* 50%: Total Shareholder Return relative to a group of peer companies
* 40%: Absolute reported Return on Average Capital Employed, adjusted for

acquisitions averaged over the three year performance period * 10%:
Sustainability element: Absolute "Safety Performance"

The value of the performance is based on the Action Item Response Rate and
contractor management.

In 2013, the specific performance targets were set for the performance
period (January 1, 2013 until December 31, 2015) and communicated to plan
participants. It is not allowed to modify the performance criteria thereafter.

Share transfer/pay-out

To the extent that the shareholding requirement is not fulfilled, the
payment will be automatically made in the form of shares until the requirement
is reached. Otherwise the Executive Board members and senior managers could opt
between (i) single payment in shares, (ii) single payment cash or (iii) cash
payment in instalments. Participants had to make this decision at the latest by
the third quarter of the year the plan started. If such a decision could not be
made due to compliance relevant information, the payment will automatically be
made in cash (single payment). The transfer of shares or cash payment to the
participants is generally made net after deduction of taxes (in Austria payroll
tax deduction).

If the approval of the share transfer has been given by the Supervisory
Board on the Vesting Date or earlier, transfer of the shares to be transferred
under the LTIP 2013 will be executed on the business day following the Vesting
Date, otherwise the transfer takes place with the beginning of the month
following the approval, 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
closing price at the Vienna Stock Exchange on the Vesting Date, if this day is
not a business day, then the respective day before.

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

Rules for leaving participants

* Bad leavers: Unvested awards are forfeited
* Good leavers: Unvested awards continue
* Retirement, permanent disability: Unvested awards continue
* Death: Unvested awards are valued as per date of death and settled in cash

Change of control (disposal of the Group company where the participant is
employed)

If a change of control in OMV results in the early termination of the
appointment of an Executive Board member, the full amount of the granted award
is paid out in cash immediately, unless such early termination is declared by
the respective Executive Board member (i) without cause or without basis in the
employment contract, in which case the same legal consequences as for bad
leavers apply or (ii) else without the consent of the Supervisory Board in
which case the unvested plans shall continue as for good leavers.

LTIP for Potentials

For the LTIP for Potentials certain deviations from the LTIP as described
above apply. In particular there is no requirement for an own shareholding. The
maximum award for each participating person amounts to EUR 35,000.--. Payment
is generally made in the form of shares.

2. Matching Share Plan 2015

Plan purpose and objectives

The Matching Share Plan (MSP) 2015, as integral part of the annual bonus
agreement is a long-term incentive and compensation vehicle for the members of
the Executive Board that promotes the attachment to the Company and the
alignment with shareholder interests via a long-term investment in restricted
shares of OMV. The plan also seeks to prevent inadequate risk-taking. The MSP
provides for a transfer of shares which are counted towards the shareholding
requirements under existing and future Long Term Incentive plans until the
requirements are reached (see Vesting/Payout below). All shares to be granted
under the MSP 2015 will be used to fulfill such personal investment and
shareholding requirements under the LTIPs, will be transferred to a trustee
deposit account of the Company and will be subject to a holding period.

Based on the resolution of the Annual General Meeting of the Company held on
May 19, 2015, an award of shares will be made to Executive Board members to
match 100% of their gross annual cash bonus. The maximum gross annual cash
bonus can amount to 100% of the annual gross base salary and is based on the
following performance criteria: 40% financial targets, 20% production and RRR
targets, 20% efficiency targets and 20% project management.

The shares granted have to be reduced or have to be returned in the case of
a clawback event. Furthermore, if the shares or cash equivalents were based on
incorrect calculations of the bonus, the Executive Board members are obligated
to return or pay back benefits obtained due to such wrong figures. The
performance criteria defined for the annual bonus must not be amended during
the term of the MSP. However, significant changes in tax, legal and royalty
issues might require target adjustments. A cap of 100% of the base salary is
applicable.

Plan mechanisms

After determination of the annual cash bonus by the Remuneration Committee
of the Supervisory Board, an equivalent matching bonus 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. Members of
the Executive Board can choose between cash payment and transfer of shares if
and to the extent that they have already fulfilled the shareholding
requirements for the LTIP 2013 applicable to Executive Board members.
Dividends, if any, earned from the vested shares are paid out to the Executive
Board members in cash.

Determination of number of shares

After determination of the gross annual cash bonus an award of 100% of the
gross annual cash bonus earned in the previous year is made in Company shares.
The number of shares awarded is calculated as follows:

Gross annual cash bonus amount divided by the average closing price for OMV
shares at the Vienna Stock Exchange over the 3-month period November 1, 2015 -
January 31, 2016. The resulting number of shares will be rounded down.

Effective dates and term

* Plan start: January 1, 2015 as an integral part of the annual bonus
agreement
* Vesting Date: March 31, 2016, subject to Supervisory Board approval
* Holding period (to the extent applicable): 3 years from vesting

Share transfer/Pay-out

If the approval of the share transfer has been given by the Supervisory
Board on Vesting Date or earlier, transfer of bonus shares will be executed on
the business day following the Vesting Date, otherwise the transfer takes place
with the beginning of the next month following the authorization. The Company
does not cover any share price risk caused by the delay or by transfer.

To the extent that the shareholding requirement under the LTIP 2013 for
Executive Board members is not fulfilled, the payment will, subject to any
legal restrictions, be automatically made in the form of shares (net after tax
deduction) until the requirement is reached. As far as the shareholding
requirement is fulfilled, the payout can be made in cash. The Executive Board
members can then opt for either single payment in shares or single payment in
cash. Executive Board members must make this decision at the latest by the
third quarter of the year the plan starts. If such a decision cannot be made
due to compliance relevant information, the payment will automatically be made
in cash. If the payment is made in cash, the amount will be calculated by using
the OMV's closing price at the Vienna Stock Exchange on Vesting Date, if this
day is not a business day, then the respective day before.

The delivery of shares or cash payment to the participants is made net after
deduction of taxes (payroll tax deduction).

Leaving Executive Board members

The rules outlined above for the LTIP 2013 apply, provided, however, that
for good leavers and in the case of retirement and permanent disability the
vesting of unvested awards remains subject to a decision to be made by the
Supervisory Board in its discretion.

Clawback

Under the following circumstances, the Supervisory Board may reduce the
number of shares vesting under the MSP or may request from the Executive Board
members a retransfer of shares or a repayment of cash payments which have been
granted or made under the MPS:

* Reopening of audited financial statements due to miscalculation
* Material failure of risk management which leads to significant damages (like

Deep Water Horizon accident, Texas City Refinery accident) * Serious
misconduct of individual Executive Board member which violates Austrian law

3. Number of awardable shares According to the above mentioned criteria of
the LTIP 2013 and the MSP 2015 and the achievements of the performance criteria
the maximum number of bonus shares awardable to the current and former members
of the Executive Board (EB member) and other senior executives are as below.
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:

CEO: 18,007
Deputy CEO: 66,784

EB member, responsible for Upstream: 7,336 EB member, responsible for
Downstream: 47,845

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 under http://www.omv.com/portal/01/com/omv/OMVgroup/
Investor_Relations/OMV_Share/Share_Buybacks_Sales/2016. (ii) Other senior
executives and Potentials:

Other senior executives: 541,426
Potentials: 22,200

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 under http://www.omv.com/portal/01/com/omv/OMVgroup/
Investor_Relations/OMV_Share/Share_Buybacks_Sales/2016.

4. Exclusion of shareholders' general possibility to purchase treasury
shares As outlined above, OMV treasury shares shall be granted to the members
of the Executive Board, other senior executives and potentials of OMV Group
under the Long Term Incentive Plan 2013 and to Executive Board members under
the Matching Share Plan 2015. OMV thereby intends to increase the focus of the
participating persons on the long-term Company value and their identification
with the Company. The LTIP 2013 and the MSP 2015 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 2013 and the MSP 2015, the shareholders' possibility to purchase
OMV treasury shares.

The LTIP 2013 was approved by the Annual General Meeting of the Company on
May 15, 2013. The MSP 2015 was approved by the Annual General Meeting of the
Company on May 19, 2015.

The interest of the Company prevails over the shareholders' interest in
having a possibility to purchase OMV treasury shares. Taking into account all
circumstances 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 2016 The Executive Board and the Supervisory Board

Further inquiry note:
OMV
Investor Relations:
Felix Rüsch
Tel. +43 1 40 440-21600
e-mail: investor.relations@omv.com
Media Relations:
Robert Lechner
Tel. +43 1 40 440-21472
e-mail: media.relations@omv.com

Internet Homepage: http://www.omv.com end of announcement euro adhoc
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company: OMV Aktiengesellschaft
Trabrennstraße 6-8
A-1020 Wien
phone: +43 1 40440/21600
FAX: +43 1 40440/621600
mail: investor.relations@omv.com
WWW: http://www.omv.com

sector: Oil & Gas - Downstream activities

ISIN: AT0000743059
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: English

Digital press kit: http://www.ots.at/pressemappe/145/aom

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