OMV Aktiengesellschaft

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
 



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