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

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Capital measures

Wien (euro adhoc) - OMV Aktiengesellschaft
Corporate register number: 93363z
ISIN: AT 0000743059

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) 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.

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 495,524 treasury shares in the Company under the Long
Term Incentive Plan 2009 (LTIP 2009) to members of the Executive
Board and senior executives of the OMV Group (176,720 for members
of the Executive Board and 318,804 for senior executives).

The Executive Board and the Supervisory Board of OMV Aktiengesellschaft
therefore report as follows.

R E P O R T:

1. Long Term Incentive Plan 2009

The Long Term Incentive Plan (LTIP) 2009 is a performance-based and
long-term compensation instrument for the Executive Board and
selected senior executives of OMV Group that shall promote the mid
and long-term value creation at OMV and align the interests of
the management and shareholders through long-term investments in
shares. The plan was eligible to the members of the Executive
Board (mandatory participation) and other senior executives of
OMV Group (optional participation).

Personal investment

The participants were obliged to make the following personal
investments in OMV shares: the CEO 100%, the Deputy CEO 85% and the
other Executive Board members 70% of their respective annual
gross base salary; the other participating senior executives
at the discretion of the participant had to invest
EUR 15,000, EUR 30,000, EUR 60,000, EUR 90,000 or EUR 120,000 in OMV
shares.

The personal investment had to take place in the year 2009. The
participants had to transfer the invested shares to an OMV custodial
account or individual custodial account. The invested shares have
to be held at least until March 31, 2014 (subject to the
withdrawal provisions). The use of all financial instruments,
including but not limited to hedges, to lock in the value of
participants´ investments is prohibited and results in the
loss of the entitlement to participate.

Members and former members of the Executive Board made on the basis
of the LTIP 2009 the following personal investments:

Gerhard Roiss: Invested shares: 28,469
David C. Davies: Invested shares: 20,096
Wolfgang Ruttenstorfer: Invested shares: 38,278
Werner Auli: Invested shares: 20,096
Helmut Langanger: Invested shares: 20,096

Plan mechanisms

At the grant date, April 1, 2009, the participants of the LTIP
2009 were conditionally allocated a defined target number of
shares. The value of the target number of shares (LTI grant
value) has been calculated on the basis of the respective annual
gross base salary for members of the Executive Board; if the
targets are attained to 100%, the CEO will be allocated shares equal
to the value of 90%, the Deputy CEO shares equal to the value of
75% and the other Executive Board members shares equal to the
value of 60% of their respective gross base salary. For
participating senior executives the value of the target number of
shares (LTI grant value) has been calculated on the basis of
the respective personal investment of the participant; if the targets
are attained to 100%, the respective participant will be allocated
shares equal to the value of 90% of the personal investment. The
target number of shares has been calculated by dividing the LTI
grant value by the OMV share price, whereas such share price was
OMV´s average closing share price over a 3-month period from
January 1, 2009 to March 31, 2009.

Before vesting date, the potential bonus shares are "virtual",
i.e. the participants do not hold the shares and have no voting or
dividend rights.

As of vesting date, March 31, 2012, the final number of shares
shall be calculated depending on the achievement of the
performance measures. With respect to each performance measure,
the number of shares to be allocated therefor shall be
calculated pursuant to the respective attainment-percentage (each
performance measure is based upon an attainment-range between
0%-100%- 200%). The percentage of attainment shall be multiplied with
the number of the shares allocated to the respective performance
measure for such purpose. The total number of shares to be
granted to the respective participant at vesting date shall be the
sum of the bonus shares for each performance measure.

The minimum number of bonus shares shall be 25% of the total target
number of shares. This means, that the participants of the LTIP 2009
receive bonus shares in an amount of 25% of the shares allocated at
grant date, even if the overall attainment of the performance
measures is less than 25%. The maximum number of bonus shares is
175% of the total target number of shares. This means that a
maximum number of bonus shares in the amount of 175% of the shares
allocated at grant date may be granted.

The performance measures aiming at sustainable internal and
external value creation are for the members of the Executive Board:

- 33.3%: Absolute total shareholder return (TSR)

- 33.3%: Absolute economic value added (EVA): Average
3-year target: Performance is calculated by comparing the average
EVA within the performance period.

- 33.3%: Absolute earnings per share (EPS): Average 3-year target:
Performance is calculated by comparing the average EPS within the
performance period.

The definition of the performance measures for participating senior
executives deviates only with respect to the following target
definition:

- 33.3%: Absolute economic value added (EVA): Cumulative
3-year target: Performance is calculated by comparing the
cumulative EVA within the performance period.

Share transfer

The members of the Company´s Executive Board shall receive the
bonus shares exclusively in the form of shares. The transfer of
bonus shares shall be carried out at the latest 3 months after
the approval of the performance measures attainment by the
Supervisory Board, whereas deduction of the applicable taxes
has to take place.

Senior executives were allowed to opt during the first quarter of the
year 2011 for a cash settlement in installments of the
shares to be transferred (corresponding to the value of the
determined number of shares, based on the closing price for OMV
shares on vesting date after deduction of taxes and duties).
The participants who did not choose cash settlement may decide
until March 15, 2012, on a share transfer or cash payment of the
determined value of bonus shares on the basis of OMV´s closing
price on vesting date (after deduction of taxes and duties).

If the approval of the attainment of the performance
measures by the Supervisory Board takes place on vesting date or
earlier, the share transfer shall be executed on the next business
day after the vesting date, otherwise the transfers shall take
place at the beginning of the following month. In the event that
cash payments or share transfers are made on the basis of incorrect
or false data, the amounts will be corrected and overpaid
amounts must be refunded to the Company.

The maximum number of awarded shares which may be unrestrictedly
disposed of immediately is equal to the number of shares
contributed for the personal investment; shares in excess of this
amount (at least equal to the number of personal investment
shares) must be held until March 31, 2014.

According to the above mentioned criteria the maximal number of
bonus shares awardable to the current and former members of the
Executive Board and other senior executives are as follows:

Gerhard Roiss: 39,906
David C. Davies: 27,362
Wolfgang Ruttenstorfer: 54,728
Werner Auli: 27,362
Helmut Langanger: 27,362
Other senior executives: 318,804

(among such other senior executives
Manfred Leitner: 9,044)

Rules for withdrawal of participants

Bad leavers:

• Before the vesting date (March 31, 2012): unvested entitlements
from the plan shall be forfeited and shares invested by
participants shall be retransferred on the day of withdrawal.

• During the holding period: invested shares shall be retransferred
on the day of withdrawal. Bonus shares not yet transferred (as
the case may be) from the plan shall be transferred/ realized at
the withdrawal date.

Good leavers:

• Before the vesting date (March 31, 2012): unvested entitlements
from plans shall continue followed by the holding period and
invested shares shall be retransferred at the end of the last
plan.

• During the holding period: invested shares shall be retransferred
at the end of the last plan. Bonus shares not yet transferred (as
the case may be) from the plan shall be transferred/ realized at
the end of the holding period (March 31, 2014).

Retirement, permanent disability:

• Before the vesting date (March 31, 2012): unvested entitlements
from plans shall continue followed by the holding period and
invested shares shall be retransferred at the end of the last
plan.

• During the holding period: invested shares are retransferred at
the end of the last plan. Bonus shares not yet transferred (as
the case may be) from the plan shall be transferred/ realized at
the withdrawal date.

Death:

• Before vesting date (March 31, 2012): unvested entitlements from
plans shall be evaluated and settled in cash according to the
date of decease, and invested shares shall be retransferred as
soon as possible.

• During the holding period: invested shares shall be retransferred
as soon as possible. Bonus shares not yet transferred (as the
case may be) from the plan shall be transferred/ realized at the
same date.

2. Exclusion of subscription right of shareholders

As outlined above, treasury shares in the Company shall be
allocated to the members of the Executive Board and other senior
executives of OMV Group under the Long Term Incentive Plan 2009.
OMV therewith intends to increase the focus of the participating
persons to the long-term company value and identification with the
Company. It is a performance-based and long-term compensation
instrument that shall promote the mid and long-term value creation
at OMV and align the interests of the management and
shareholders through long-term investment in shares. For such use,
the exclusion of the subscription right of shareholders of the
Company is necessary.

With respect to the mentioned use, therefore, the interest of
the Company

prevails over the disadvantages of the shareholders resulting from the
exclusion of the subscription right of the shareholders in the case of use or
disposal of treasury shares of the Company. Taking into account all
circumstances the exclusion of the subscription right of the shareholders is
necessary, reasonable, appropriate, in the best interest of the Company and

therefore objectively justified.

Vienna, March 2012 The Executive Board and the
Supervisory Board

Further inquiry note:
OMV
Investor Relations:
Lacramioara Diaconu
Tel. +43 1 40 440-21600
e-mail: investor.relations@omv.com

Media Relations:
Johannes Vetter
Tel. +43 1 40 440-21661
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