EANS-Adhoc: OMV Aktiengesellschaft / OMV intends to issue subordinated hybrid notes

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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OMV / Oil / Gas / Austria

16.05.2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA OR TO U.S. PERSONS

* Issue size, issue price and coupon will be determined in a
book-building process * Targeted volume is benchmark size * Coupon:
Fixed interest rate until April 26, 2018, thereafter at a reset fixed
rate (to be determined) until April 26, 2023 and thereafter floating
interest rate with step up * Proceeds of the hybrid notes will be
used primarily for the refinancing of the acquisitions of a major
stake in Petrol Ofisi and of the Tunisian E&P subsidiaries from
Pioneer Natural Resources

OMV intends to issue subordinated hybrid notes. The hybrid notes will
bear a fixed interest rate until April 26, 2018, thereafter at a
reset fixed rate (to be determined) until April 26, 2023 and
thereafter a floating interest rate with a 100 basis point step up.
The hybrid notes have no scheduled maturity date and may be redeemed
at the option of the Company under certain circumstances. The Company
has in particular the right to repay the hybrid notes at certain
dates.

The hybrid notes will be offered primarily to qualified investors as
defined in Directive 2003/71/EC of the European Parliament and of the
Council of November 4, 2003 on the basis of an exemption from the
requirement to publish a prospectus in compliance with such
Directive. Further it is intended to offer the hybrid notes in
Austria, Luxembourg, Germany and The Netherlands on the basis of a
prospectus prepared by the company upon approval, publication and
passporting of such prospectus. The issue size, the issue price and
the coupon of the hybrid notes will be fixed in accordance with
demand determined in a book-building process based on then prevailing
market conditions and will be published following the conclusion of
the book-building process.

The proceeds from the hybrid notes will be used for the refinancing
of the acquisitions of the additional 55.40% interest in Petrol Ofisi
and of two Tunisian exploration and production subsidiaries from
Pioneer Natural Resources or for general corporate purposes.

Moody's has assigned a rating of "A3" (with stable outlook), Fitch
Ratings has assigned a rating of "A-" (with negative outlook) to the
senior unsecured debt of OMV. The expected rating of the hybrid notes
is "Baa3" from Moody's and "BBB" from Fitch Ratings. Barclays Capital
and J.P. Morgan act as Joint Structuring Advisers and Joint
Bookrunners in the hybrid notes transaction. BofA Merrill Lynch,
Deutsche Bank, and UniCredit act as Joint Bookrunners.

In addition to the hybrid notes issue, OMV launches a capital
increase in order to maintain its strong investment grade rating. For
additional information on OMV´s capital increase, please refer to
OMV´s separate announcement to this effect issued today.

Disclaimer:

The information contained in this announcement does not constitute an
offer to sell nor a solicitation to buy or subscribe for any
securities of OMV Aktiengesellschaft. A public offer of securities of
OMV Aktiengesellschaft may only be made in Austria after publication
and passporting of an approved prospectus. Any securities orders
received prior to the commencement of a public offer will be
rejected. If a public offer of securities of OMV Aktiengesellschaft
is made in Austria, a prospectus will be published in accordance with
the Austrian Capital Market Act and will be available on the website
of the Luxembourg Stock Exchange (www.bourse.lu) and free of charge
at OMV Aktiengesellschaft, Trabrennstraße 6-8, 1020 Vienna, Austria,
during usual business hours. Any offer of securities of OMV
Aktiengesellschaft in Austria will be made solely by means and on the
basis of the published prospectus.

This information is not for release, publication or distribution in
or into the United States of America and may not be distributed to
U.S. persons (as defined in Regulation S under the U.S. Securities
Act of 1933, as amended (the "Securities Act")) or publications with
a general circulation in the United States. This information does not
constitute an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States or to U.S.
persons absent registration or an applicable exemption from the
registration under the Securities Act. There will be no public offer
of securities of OMV Aktiengesellschaft in the United States.

end of announcement euro adhoc
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issuer: 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

ots Originaltext: OMV Aktiengesellschaft
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

OMV
Investor Relations:
Angelika Altendorfer-Zwerenz
Tel. +43 1 40 440-21600
e-mail: investor.relations@omv.com

Media Relations:
Michaela Huber
Tel. +43 1 40 440-21661
e-mail: media.relations@omv.com

Internet Homepage: http://www.omv.com

Branche: Oil & Gas - Downstream activities
ISIN: AT0000743059
WKN: 874341
Index: ATX Prime, ATX
Börsen: Wien / official market