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
 

 

 


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