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