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

OMV Aktiengesellschaft
Corporate register number: 93363z
ISIN: AT 0000743059

Please note: This report is legally required in order to be able to
transfer shares under the long-term, performance based incentive and
compensation programs to employees and managers within OMV Group.
Please be aware that the numbers of shares in this document are
maximum amounts. The actual number of shares to be transferred
depends on the achievement of different criteria, may be
significantly smaller and in particular is subject to a separate
resolution by the Supervisory Board of OMV Aktiengesellschaft.

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 320,380 (for current and former members of the Executive
Board), a maximum of 525,404 (for other senior executives) and a
maximum of 26,320 (for Potentials) treasury shares in the Company
under the Long Term Incentive Plan 2012 (LTIP 2012), which was
approved by the Annual General Meeting of the Company on May 10,
2012, and under the Matching Share Plan 2014 (MSP 2014), which was
approved by the Annual General Meeting of the Company on May 14,
2014, to members of the Executive Board and senior executives of the
OMV Group. The actual number of shares to be transferred is subject
to performance, depends on the resolution of the Supervisory Board of
OMV Aktiengesellschaft and will be published separately. 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 2012

Plan purpose and objectives

The Long Term Incentive Plan (LTIP) 2012 is a performance based and
long-term compensation instrument for the Executive Board, selected
senior managers and other employees 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 unnecessary
risk-taking. The defined performance criteria must not be amended
during the performance period of the LTIP 2012.

Eligibility

Executive Board members are obliged to participate. Selected senior
managers of OMV Group may participate in the LTIP 2012. Other
employees of OMV Group that have been nominated via the Career &
Succession Planning process ("Potentials") may also participate in
the LTIP 2012. The nomination of senior managers to the LTIP by the
Executive Board of OMV Aktiengesellschaft is taking place annually
and potential share transfers are based on the performance level of
the respective senior manager in the respective year and may be
granted in the amount of 0%, 25%, 50% or 75% level for the respective
year.

Personal share ownership rules

There is no requirement for an upfront investment in OMV shares to
participate in the LTIP 2012. 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 retirement or
leaving the Company. The shareholding requirement 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 participant in the LTIP 2012):

* CEO: 200%
* Deputy CEO: 175%
* Other Executive Board members: 150%
* Senior managers: 75%

Executive Board members must achieve the required shareholding within
5 years after the start of their respective current contract 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 1 January 2012 -
31 March 2012 (= average of closing prices at Vienna Stock Exchange).
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 Executive Board members the
number of required shares has to be adapted.

Shares granted to Executive Board members under the Matching Share
Plan (MSP) 2014 or to be vested to Executive Board members under the
LTIP 2012 as well as investments made for previous LTIPs count
towards this shareholding requirement.

Dividends for the required shares held, if any, are paid out in cash.
Senior managers are not obliged to hold shares if the holding of the
Company's shares is prohibited by law in the countries where the
respective senior managers work.

Grant levels

The maximum number of shares granted under the LTIP 2012 is expressed
as a percentage of the annual gross base salary:

* 175% for the CEO
* 150% for the Deputy CEO
* 125% for other Executive Board members
* 112.5% for senior managers

In case the respective Executive Board member is appointed later than
1 January 2012, the grant for 2012 is calculated on a pro rata basis.
The same applies for an exit during 2012. The allocation is made by
the Supervisory Board or the Remuneration Committee of the
Supervisory Board.

Plan mechanisms

The maximum number of shares to be granted to the participant at the
Vesting Date shall be calculated as follows: The relevant percentage
for each participant (as mentioned above) divided by OMV's average
share price (= closing price at the Vienna Stock Exchange) over the
3-month period 1 January 2012 to 31 March 2012. The number of shares
will be rounded down. Before the Vesting Date the potential shares
are "virtual", i.e. the participants do not hold these shares and
have no voting or dividend rights. On the Vesting Date, the definite
number of shares shall be determined based on the achievement of the
performance criteria and then transferred to the participant.

The final number of shares is calculated by multiplying the maximum
grant of shares with the overall percentage of performance
achievement.

Performance criteria and weightings

The performance criteria focus on sustained value creation across
three areas of performance:

* 45%: Total Shareholder Return relative to a group of peer companies
* 45%: Absolute reported Return on Average Capital Employed,adjusted
for acquisitions averaged over the three year performance period *
10%: Sustainability element: Absolute "Safety Performance" The
value of the performance is based on the basis of findings, hazards &
near miss (FH&NM) reporting per employee (average 3 years target;
without office employees) to improve risk mitigation, loss
prevention and general HSSE awareness

In 2012, the specific performance targets were set for the
performance period (January 1, 2012 until December 31, 2014) and
communicated to plan participants. It is not allowed to modify the
performance criteria thereafter.

Share transfer/pay-out

To the extent that the shareholding requirement is not fulfilled, the
payment will be automatically made in the form of shares until the
requirement is reached. Otherwise the Executive Board members and
senior managers could opt between (i) single payment in shares, (ii)
single payment cash or (iii) cash payment in instalments.
Participants had to make this decision at the latest by the third
quarter of the year the plan started. If such a decision could not be
made due to compliance relevant information, the payment will
automatically be made in cash (single payment). The transfer of
shares or cash payment to the participants is generally made net
after deduction of taxes (in Austria payroll tax deduction).

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 2012 will be executed on the
business day following the Vesting Date, otherwise the transfer takes
place with the beginning of the month following the approval, 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 closing price at the Vienna Stock Exchange on the Vesting Date,
if this day is not a business day, then the respective day before.

In case any payment in cash or transfer of shares is based on
incorrect data, the amounts will be corrected accordingly.

Rules for leaving participants · Bad leavers: Unvested awards are
forfeited · Good leavers:Unvested awards continue · Retirement,
permanent disability: Unvested awards continue · Death: Unvested
awards are valued as per date of death and settled in cash

Change of control (disposal of the Group company where the
participant is employed)

If a change of control in OMV results in the early termination of the
appointment of an Executive Board member, the full amount of the
granted award is paid out in cash immediately, unless such early
termination is declared by the respective Executive Board member (i)
without cause or without basis in the employment contract, in which
case the same legal consequences as for bad leavers apply or (ii)
else without the consent of the Supervisory Board in which case the
unvested plans shall continue as for good leavers.

LTIP for Potentials

For the LTIP for Potentials certain deviations from the LTIP as
described above apply. In particular there is no requirement for an
own shareholding. The maximum award for each participating person
amounts to EUR 35,000.--. Payment is made in the form of shares.

2. Matching Share Plan 2014

Plan purpose and objectives

The Matching Share Plan (MSP) 2014, as integral part of the annual
bonus agreement is a long-term incentive and compensation vehicle for
the members of the Executive Board that promotes the attachment to
the Company and the alignment with shareholder interests via a
long-term investment in restricted shares of OMV. The plan also seeks
to prevent inadequate risk-taking. The MSP 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 MSP 2014 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 14, 2014, an award of shares will be made to Executive
Board members 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:
50% financial targets, 30% production and growth targets, 5%
efficiency targets and 15% special projects.

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
equivalents were 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. However, significant changes in
tax, legal and royalty issues might require target adjustments. A cap
of 100% of the base salary is applicable.

Plan mechanisms

After 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. Members of the Executive Board
can choose between cash payment and transfer of shares if and to the
extent that they have already fulfilled the shareholding requirements
for the LTIP 2012 applicable to Executive Board members. Dividends,
if any, earned from the vested shares are paid out to the Executive
Board members in cash.

Determination of number of shares

After 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:

Gross annual cash bonus amount divided by the average closing price
for OMV shares at the Vienna Stock Exchange over the 3-month period
November 1, 2014 - January 31, 2015. The resulting number of shares
will be rounded down. Effective dates and term

· Plan start: January 1, 2014 as an integral part of the annual bonus
agreement · Vesting Date: March 31, 2015, subject to Supervisory
Board approval · Holding period (to the extent applicable): 3 years
from vesting

Share transfer/Pay-out

If the approval of the share transfer has been given by the
Supervisory Board on Vesting Date or earlier, transfer of bonus
shares will be executed on the business day following the 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 that the shareholding requirement under the LTIP 2012
for Executive Board members is not fulfilled, the payment will,
subject to any legal restrictions, 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 in cash. The Executive Board members can then opt for either
single payment in shares or single payment in cash. Executive Board
members must make this decision at the latest by the third quarter of
the year the plan starts. If such a decision cannot be made due to
compliance relevant information, the payment will automatically be
made in cash. If the payment is made in cash, the amount will be
calculated by using the OMV's closing price at the Vienna Stock
Exchange on Vesting Date, if this day is not a business day, then the
respective day before.

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 2012 apply, provided, however,
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 2012 and the
MSP 2014 and the achievements of the performance criteria the maximum
number of bonus shares awardable to the current and former members of
the Executive Board (EB member) and other senior executives are as
below. 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:

CEO: 92,655
Deputy CEO: 74,450
EB member, responsible for Upstream: 54,753
EB member, responsible for Downstream: 48,713
Former EB member Hans-Peter Floren: 49,809

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 under
http://www.omv.com/portal/01/com/omv/OMVgroup/
Investor_Relations/OMV_Share/Share_Buybacks_Sales/2015.

(ii) Other senior executives and Potentials:
Other senior executives: 525,404
Potentials: 26,320

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 under
http://www.omv.com/portal/01/com/omv/OMVgroup/
Investor_Relations/OMV_Share/Share_Buybacks_Sales/2015.

4. Exclusion of shareholders' general possibility 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 2012 and to Executive Board
members under the Matching Share Plan 2014. 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
2012 and the MSP 2014 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 2012 and the MSP
2014, the shareholders' possibility to purchase OMV treasury shares.

The LTIP 2012 was approved by the Annual General Meeting of the
Company on May 10, 2012. The MSP 2014 was approved by the Annual
General Meeting of the Company on May 14, 2014.

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

Vienna, February 2015 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