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/OMV / Austria / Oil / Gas

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" 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 273,001 treasury shares in the Company under the Long
Term Incentive Plan 2011 (LTIP 2011), which was approved by the
Annual General Meeting of the Company on May 17, 2011, and under
the Matching Share Plan 2013 (MSP 2013), which was approved by the
Annual General Meeting of the Company on May 15, 2013, to members
of the Executive Board and senior executives of the OMV Group (up to
241,569 for current and former members of the Executive Board and up
to 31,432 for other senior executives). 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 2011

The Long Term Incentive Plan (LTIP) 2011 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. For the plan eligible were the members of the Executive
Board (mandatory participation) and other senior executives of
OMV Group (optional participation). The plan also seeks to
prevent inadequate risk- taking. The defined performance
criteria must not be amended during the performance period of
the plan.

Personal investment

The participants were obliged to make the following personal
investments in OMV shares: the Chairman of the Executive Board 100%,
the Deputy Chairman of the Executive Board 85% and the other
Executive Board members 70% of their respective annual gross
base salary; the other participating senior executives had to
invest, at the discretion of the participant, 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 2011.
Investments for the LTIP 2010 were also recognized for the LTIP
2011. 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, 2016
(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 the
following personal investments for purposes of the LTIP 2011
(including the personal investments already made under the LTIP
2010 but excluding the personal investment and shareholding
requirements under the LTIPs 2012 and 2013):

Gerhard Roiss: Invested shares: 34,932
David C. Davies: Invested shares: 25,614
Wolfgang Ruttenstorfer: Invested shares: 38,278
Werner Auli: Invested shares: 20,096
Jaap Huijskes: Invested shares: 12,136
Manfred Leitner: Invested shares: 12,993

Plan mechanisms

The own invested shares will be allocated proportionally to
the relevant performance criterion, each calculated target number
will be rounded down. Before vesting date (March 31, 2014) the
potential bonus-shares are "virtual", i.e. the participants do not
hold the shares and have no voting or dividend rights. As of
the vesting date the definite number of shares shall be
calculated depending on the achievement of the performance
criteria. The definite number of shares to be granted represents the
sum (rounded up) of the bonus shares of each single criterion
calculation. The so calculated bonus shares will be delivered in
shares or in cash, depending on the individual arrangement with
the respective participant. These shares are at the free
discretion of the participant.

The number of shares per performance criterion is calculated using
the relevant target achievement percentage. The minimum of bonus
shares per performance criterion is 0% of the per performance
criterion defined target number of shares. The maximum of bonus
shares per performance criterion is 200% of the per performance
criterion defined target number of shares. Overall the minimum of
bonus shares is 25% and the overall maximum of bonus shares is 175%
of the number of shares allocated to them in 2011.

The performance criteria aiming at sustainable internal and
external value creation are:

- 30%: Absolute total shareholder return (TSR)

- 30%: Absolute economic value added (EVA): Cumulative 3-year target.

- 30%: Absolute earnings per share (EPS): Average 3-year target,
performance is calculated by comparing the average EPS within the
performance period.

- 10%: Absolute safety performance: cumulative 3-year target.

In 2011, the performance targets were set for the performance
period (January 1, 2011 until December 31, 2013) and communicated to
plan participants. It was not allowed to modify the performance
criteria thereafter.

Share transfer/pay-out

The participants shall receive the bonus either in the form of shares
or cash.

Already at the point in time when the participant
declares his/her participation in the LTIP 2011, on the basis of
an individual agreement a decision was made as to whether
the participant will receive the cash equivalent amount of the
bonus shares in seven installments to be effected in cash or
through a one-off cash payment (after deduction of taxes and
duties). Those participants with whom a cash payment in a single
amount (installment) was agreed may declare by March 15, 2014 at the
latest that they would like to have a transfer of bonus shares
(after deduction of taxes and duties) to an individual depot
instead of the cash payment. The cash bonus amount will be
calculated by using the OMV's closing price at vesting date (March
31, 2014).

If the approval of 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
but latest three months after the determination of the
performance criteria achievement and approval by the Supervisory
Board. In the event that cash payments or share transfers are made
on the basis of incorrect or false data, the overpayment has to be
repaid to the Company.

The participants' personal investment shares must be held until March
31, 2016.

Rules for leaving participants

Bad leavers: - Before the vesting date (March 31, 2014): Unvested
bonus shares from the plan shall be forfeited and shares invested
by participants shall be retransferred when the participant leaves
the Company. - During the holding period: Shares invested by the
participant shall be retransferred when the participant leaves
the Company.

Good leavers: - Before the vesting date (March 31, 2014): Unvested
plans continue pro rata temporis relative to the entry year
followed by the holding period; shares invested by the
participant shall be retransferred at the end of the last
plan. - During the holding period: Shares invested by the
participant shall be retransferred at the end of the last plan.

Retirement, permanent disability: - Before the vesting date (March
31, 2014): Unvested plans continue pro rata temporis relative
to the entry year followed by the holding period; shares
invested by the participant shall be retransferred at the end of
the last plan. - During the holding period: Shares invested by
the participant which are not required for other unvested plans
are retransferred.

Death: - Before the vesting date (March 31, 2014): Unvested plans
shall be evaluated and settled in cash per the date of the
death, and shares invested by the participant shall be
retransferred as soon as possible. - During the holding period:
Shares invested by the participant shall be retransferred as
soon as possible.

Disposal of the Group company where the participant is employed: -
Before the vesting date (March 13, 2014): Unvested plans continue
followed by the holding period, and own investments are
retransferred at the end of the last plan. - During the holding
period: Own investments are retransferred at the end of the
last plan.

2. Matching Share Plan 2013

Plan purpose and objectives

The Matching Share Plan (MSP) 2013 is, as an integral part of the
annual bonus agreement, a long-term compensation and incentive
instrument for the Members of the Executive Board that promotes
retention and combines the interests of management and
shareholders via a long-term investment in restricted shares. The
plan also seeks to prevent unnecessary risk-taking. The MSP provides
shares which will be used in order to fulfill personal investment
and shareholding requirements under the existing and future long
term incentive plans until such requirement is fulfilled (see
vesting/payout). All shares to be granted under the MSP 2013 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 15, 2013, for Executive Board members, an award
of shares will be made 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, 30% production
and growth targets, 10% efficiency targets and 20% sustainability
targets.

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
equivalent was 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.

Plan mechanisms

On 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. Executive Board members
can choose between cash payment or shares if and to the extent
that they have already fulfilled the shareholding requirements for
the LTIP 2013 applicable to Executive Board members. Dividends
earned from the vested shares are paid out in cash to the Executive
Board members.

Determination of number of shares

On 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: The gross annual cash bonus amount is divided by the
average closing price for OMV shares at the Vienna Stock
Exchange over the three-month period November 1, 2013 - January 31,
2014. The resulting number of shares is rounded down.

Effective dates and term

- Plan start: January 1, 2013 as an integral part of the annual bonus
agreement
- Vesting Date: March 31, 2014, subject to Supervisory Board approval
- Holding period (to the extent applicable): 3 years from vesting.

Share transfer/Pay-out

If authorization for the share transfer has been given by the
Supervisory Board on Vesting Date or earlier, transfer of bonus
shares will be executed on the next business day after 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 the shareholding requirement under the LTIP 2013 for
Executive Board members is not fulfilled, the payment will,
subject to legal restrictions, if any, 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 also in cash. The Executive
Board members can opt for (i) single payment in shares, or (ii)
single payment in cash, or (iii) cash payment in instalments.
Executive Board members must make this decision by quarter three
of the year the plan starts. If such a decision cannot be taken
because of compliance relevant information the payment will
automatically be made in cash (single payment).

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 2011 apply, provided 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 2011 and the
MSP 2013 and the achievements of the performance 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: 66,888
David C. Davies: 52,731
Wolfgang Ruttenstorfer: 11,034
Werner Auli (estate): 23,170
Hans-Peter Floren: 17,064
Jaap Huijskes: 37,154
Manfred Leitner: 33,528
Other senior executives: 31,432

The numbers of shares mentioned above are gross numbers. The actual
number of transferred shares 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/2014.

4. Exclusion of shareholders' opportunity to purchase treasury shares

As outlined above, OMV treasury shares shall be granted to the
members of the Executive Board and other senior executives of OMV
Group under the Long Term Incentive Plan 2011 and to Executive
Board members under the Matching Share Plan 2013. 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 2011 and the MSP 2013 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 2011 and the MSP 2013, the shareholders' opportunity to
purchase OMV treasury shares.

The LTIP 2011 was approved by the Annual General Meeting of the
Company on May 17, 2011. The MSP 2013 was approved by the
Annual General Meeting of the Company on May 15, 2013.

The interests of the Company prevail over the shareholders' interest
in having an opportunity to purchase OMV treasury shares.
Taking into account all circumstances the exclusion of the
shareholders' opportunity to purchase treasury shares is
necessary, reasonable, appropriate, in the best interest of the
Company and therefore objectively justified.

Vienna, March 2014 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:
Johannes Vetter
Tel. +43 1 40 440-22729
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