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Vienna - OMV Aktiengesellschaft 
Corporate register number: 93363z 
ISIN: AT0000743059 
 
PLEASE NOTE: 
 
This report is legally required in order to be able to transfer shares to 
employees and managers within OMV Group under the long-term, performance based 
incentive and compensation programs. Please be aware that the numbers of shares 
stated in this document are maximum amounts. The actual number of shares to be 
transferred depends on the achievement of different criteria, is - in particular 
- subject to a separate resolution by the Supervisory Board of OMV 
Aktiengesellschaft and may be significantly smaller. 
 
 
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 18, 2016, 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 Matching Share Plans 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 96,790 
(for members of the Executive Board) as well as a maximum of 58,487 (for other 
Senior Managers) treasury shares in the Company under the Long Term Incentive 
Plan 2018 (LTIP 2018), which was approved by the Annual General Meeting of the 
Company on May 22, 2018, and under the share part of the Annual Bonus 2020 
("Equity Deferral"), which was approved by the Annual General Meeting of the 
Company on September 29, 2020, 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 2018 
 
Plan purpose and objectives 
 
The Long Term Incentive Plan (LTIP) 2018 is a performance based and long-term 
compensation instrument for the Executive Board and selected Senior Managers 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 inadequate risk-taking. 
 
 
Eligibility 
 
Executive Board members are obliged to participate. Selected Senior Managers of 
OMV Group may participate in the LTIP 2018. The nomination of Senior Managers to 
the LTIP 2018 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. 
 
 
Share ownership rules 
 
There is no requirement for an upfront investment in OMV shares to participate 
in the LTIP 2018. 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 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 January gross base salary or (ii) the gross base salary 
for the first 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. 
 
Basis for the calculation of the respective number of required shares is the 
average share price over the 3-month period January 1, 2018 - March 31, 2018 (= 
average of closing prices at Vienna Stock Exchange). The calculated number of 
shares is rounded up. 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 an Executive Board member, the 
number of required shares has to be adapted accordingly. 
 
Shares granted to Executive Board members under the share part of the Annual 
Bonus ("Equity Deferral") and shares vesting under LTIP 2018 and former LTIPs as 
well as investments made for previous LTIPs count towards this shareholding 
requirement, provided that they are held on an OMV trustee deposit. Private 
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 
 
The Target LTI is defined in the respective contracts of the Executive Board 
members and determined for each Senior Manager by the OMV Executive Board 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 2018. 
 
In case an Executive Board member is only appointed during the year 2018, the 
Target LTI for 2018 is calculated on a pro rata basis. The same applies for an 
exit during the year 2018. 
 
 
Plan mechanisms 
 
The maximum number of shares to be granted to the participant at the Vesting 
Date shall be calculated as follows: The Target LTI for each participant (as 
mentioned under "Grant levels" above) is divided by OMV's average share price (= 
closing price at the Vienna Stock Exchange over the 3-month period January 1, 
2018 to March 31, 2018) and hence converted into a number of Share Equivalents. 
The number of Share Equivalents will be rounded down. Prior to the Vesting Date 
the Share Equivalents are "virtual", meaning that the participants do not hold 
these shares and have no voting or dividend rights. After the performance 
period, 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. 
 
The final number of shares is calculated by multiplying the number of Share 
Equivalents with the overall percentage of performance achievement. 
 
 
Effective date and term 
 
 
* Plan commencement: January 1, 2018 
* Performance period: 3 years (January 1, 2018 to December 31, 2020) 
* Vesting date: March 31, 2021 
 
 
Performance criteria and weightings 
 
The performance criteria focus on sustained value creation across the following 
areas of performance for Executive Board members: Relative Total Shareholder 
Return (50%) and Cash Flow elements (50%). For Senior Managers, a different 
weighting and further criteria apply: Relative Total Shareholder Return (35%), 
Free Cash Flow (35%), Sustainability Element (5%), 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%). 
 
In 2018, the specific performance targets were set for the performance period 
(January 1, 2018 until December 31, 2020) 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 (for 
Senior Managers) will have discretion to adjust the threshold/target/maximum 
levels (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. In case 
the shareholding requirement is already fulfilled, participants can opt for (i) 
payment in shares, or (ii) payment in cash. 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

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