the participants is generally made net after deduction of taxes (in Austria 
payroll tax deduction). 
 
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. 
 
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 2018 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, 2021 - March 31, 2021. 
 
In case any payment in cash or transfer of shares is based on incorrect data, 
the amounts will be corrected and claimed back accordingly. 
 
General rules for plan participants leaving early 
 
 
* 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 for 
  Executive Board members. The value shall be calculated based on the actual 
  performance until the date of death plus budget/MTP 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, the full amount of the award is paid out in cash 
immediately 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 2020 ("Equity Deferral") 
 
Plan purpose and objectives 
 
The share part of the Annual Bonus 2020 ("Equity Deferral"), as an integrated 
element of the annual bonus agreement, is a long-term incentive and compensation 
instrument for Executive Board members that promotes retention and shareholder 
alignment. 
 
The share part of the Annual Bonus 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 share part of the Annual Bonus 2020 
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 
September 29, 2020, 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. 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: 80% Financial 
Targets, 20% Operational Target. In addition, a Sustainability Multiplier with a 
value between 0.8 and 1.2 (this is +/- 20%) 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 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 share part of the Annual Bonus ("Equity Deferral"). However - in 
order to maintain the incentivizing character - the Remuneration Committee has 
the discretion to adjust the threshold/target/maximum levels for the Financial 
Targets based on actual oil/gas price, fx-rate, force majeure events or 
externally imposed production limitations etc. compared to assumptions at the 
time of target setting in case of material changes in external influences. In 
case impairments/write ups of assets/projects acquired/started before 31.12.2014 
are done, the OMV Remuneration Committee will decide on a case-by-case basis if 
an adjustment shall be made. 
 
 
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 closing price for OMV shares at the Vienna Stock Exchange over the 
3-month period November 1, 2020 - January 31, 2021. The resulting number of 
shares will be rounded down. Executive Board members may be granted shares up to 
a maximum of one third of the Annual Bonus (i.e. one third of the maximum total 
target achievement of 150% and the maximum Sustainability Multiplier of 20%). 
 
 
Effective dates and term 
 
 
* Plan start: January 1, 2020 as an integral part of the Annual Bonus 
* Vesting Date: March 31, 2021 
* 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 bonus 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 to 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 contractually defined by the Remuneration 
Committee for each Executive Board member. 
 
 
Leaving Executive Board members 
 
The rules outlined above for the LTIP 2018 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 2018 as well as the share part 
of the Annual Bonus 2020 ("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 2018 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: 28,635 
Deputy Chief Executive Officer/Executive Board member responsible for Upstream: 
23,098 
Executive Board member responsible for Finance: 19,328 
Executive Board member responsible for Refining & Petrochemical Operations: 
18,129 
Executive Board member responsible for Marketing & Trading: 7,600 
 
(ii) Other Senior Managers: 58,487 
 
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/investorrelations/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 2018 and

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