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 18, 2016, for period of 5 years from the
adoption of the resolution, subject to the approval of the
Supervisory Board, to dispose of or utilize stock repurchased or
already held by the Company to grant treasury 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 or even 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
101.111 (for members of the Executive Board), a maximum of 476.297
(for other senior executives) and a maximum of 19.950 (for
Potentials) treasury shares in the Company under the Long Term
Incentive Plan 2014 (LTIP 2014), which was approved by the Annual
General Meeting of the Company on May 14, 2014, and under the
Matching Share Plan 2016 (MSP 2016), which was approved by the Annual
General Meeting of the Company on May 18, 2016, to members of the
Executive Board and senior executives and potentials 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 2014 Plan purpose and objectives The
Long Term Incentive Plan (LTIP) 2014 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 2014. Eligibility Executive
Board members are obliged to participate. Selected senior managers of
OMV Group may participate in the LTIP 2014. Other employees of OMV
Group that have been nominated via the Career & Succession Planning
process ("Potentials") may also participate in the LTIP 2014. 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 pro rata.. Personal
share ownership rules There is no requirement for an upfront
investment in OMV shares to participate in the LTIP 2014. 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 2014):

* 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 2014 -
31 March 2014 (= 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) 2016 or to be vested to Executive Board members under the
LTIP 2014 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 2014 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 2014, the grant for 2014 is calculated on a pro rata basis.
The same applies for an exit during 2014. 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 2014 to 31 March 2014.
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.

Effective_dates_and_term
o Plan commencement: January 1, 2014, subject to AGM approval
o Performance period: 3 years (January 1, 2014 to December 31, 2016)
o Vesting date: March 31, 2017

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

* 50%: Total Shareholder Return relative to a group of peer companies
* 40%: 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 Action Item Response
Rate and contractor management.

In 2014, the specific performance targets were set for the
performance period (January 1, 2014 until December 31, 2016) 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 2014
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 in the ownership structure In case of early
termination of the appointment as an Executive Board member and/or
the related employment contract declared by the company following a
change of control in OMV, the full amount of the granted award is
paid out in cash immediately subject to the projected target
achievement at that time. All other early terminations following a
change of control in OMV result in the application of the leaver
concept. 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
generally made in the form of shares.

2. Matching Share Plan 2016 Plan purpose and objectives The Matching
Share Plan (MSP) 2016, 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 2016 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 18, 2016, 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: 60% financial targets, 20% efficiency targets and 20%
project management.

The shares granted have to be reduced or have to be returned in the
case of a clawback event. Furthermore, if the shares 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. 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, 2016 - January 31, 2017. The resulting
number of shares will be rounded down. Effective dates and term

· Plan start: January 1, 2016 as an integral part of the annual
bonus agreement
· Vesting Date: March 31, 2017, subject to Supervisory Board
approval
· Holding period: 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. The
delivery of shares to the participants is made net after deduction of
taxes (payroll tax deduction), in each case subject to legal
restrictions, if any. . Leaving Executive Board members The rules
outlined above for the LTIP 2014 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 which have been granted or made
under the MPS: · Adaptions of located 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 2014 and the MSP 2016 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:
28.177
Deputy CEO:
18.722

EB member, responsible for Finance: 9.392
EB member, responsible for Upstream: 22.904
EB member, responsible for Downstream: 21.916

(ii) Other senior executives and Potentials:
Other senior executives:
476.297
Potentials:
19.950

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/2017.

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, other senior
executives and potentials of OMV Group under the Long Term Incentive
Plan 2014 and to Executive Board members under the Matching Share
Plan 2016. 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 2014 and the MSP 2016 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 2014 and the MSP 2016, the
shareholders' possibility to purchase OMV treasury shares. The LTIP
2013 was approved by the Annual General Meeting of the Company on May
14, 2014. The MSP 2016 was approved by the Annual General Meeting of
the Company on May 18, 2016. The interest of the Company prevails
over the shareholders' interest in having a possibility to utilize or
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
2017 The Executive Board and the
Supervisory Board

Further inquiry note:
OOMV
Magdalena Moll, Investor Relations
Tel.: +43 (1) 40 440- 21600; e-mail: investor.relations@omv.com
Robert Lechner, Public Relations
Tel.: +43 (1) 40 440-21472; e-mail: public.relations@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

Original-Content von: OMV Aktiengesellschaft, übermittelt durch news aktuell