To fulfil internal remuneration programs OMV resolves limited repurchase of own shares

Public disclosure of inside information according to Art 17 MAR 

Based on the existing authorization of the General Meeting dated 28 May 2024 and subject to the approval by the Supervisory Board, the Executive Board of OMV Aktiengesellschaft (OMV) just has resolved to carry out a share repurchase program under Section 65 Para. 1 No. 8 of the Austrian Stock Corporation Act.

The volume of the repurchase program totals up to 300,000 shares (that equals approx. 0.0917% of the total share capital). The repurchase shall be carried out exclusively via the Vienna Stock Exchange and serves to fulfil the obligations of the Company under share transfer programs, in particular Long Term Incentive Plans, Annual Bonus (Equity Deferrals) or other stock ownership plans. At present, the company holds 57,329 own shares.

In accordance with Article 2 Para. 1 of the Delegated Regulation (EU) 2016/1052 and Section 5 Para. 1 and 2 of the Austrian Publication Regulation 2018 (Veröffentlichungsverordnung 2018) the following information is made publicly available:

1. Date of the authorising resolution of the General Meeting: 28 May 2024
2. Date and type of disclosure of the resolution by the General Meeting: 28 May 2024 in accordance with Section 119 Para. 9 of the Austrian Stock Exchange Act 2018.
3. Begin and expected duration of the repurchase program: The repurchase program starts on 21 March 2025 and ends on 28 March 2025 at the latest.
4. Share category: The repurchase program relates to the no-par value bearer shares of OMV (ISIN: AT0000743059).
5. Intended volume of shares to be bought back, in particular in proportion to the total share capital, separated according to share class, if applicable: OMV intends to repurchase up to 300,000 bearer shares of no par value, whereby any repurchases have to be exercised in such way that OMV does not hold more than 1,300,000 treasury shares at any time. The intended volume equals approx. 0.0917% of the total share capital.
6. Maximum and minimum consideration to be paid: The minimum consideration per share may at the utmost be 30% lower than the average, unweighted stock exchange closing price over the preceding ten trading days prior to the respective repurchase of shares and the maximum consideration per share may at the utmost be 20% higher than the average, unweighted stock exchange closing price over the preceding ten trading days prior to the respective repurchase of shares.
   
7. Maximum pecuniary amount allocated to the program: The maximum pecuniary amount allocated to the repurchase program is EUR 20mn.
8. Type and purpose of the repurchase program: The repurchase shall be carried out exclusively via the Vienna Stock Exchange and serves to fulfil the obligations of OMV under share transfer programs, in particular Long Term Incentive Plans, Annual Bonus (Equity Deferrals) or other stock ownership plans. The repurchase of shares is lead-managed by a credit institution which makes its trading decisions concerning the timing of the purchases of the shares independently of OMV and which has to comply with the conditions for trading as defined in Article 3 of the Delegated Regulation (EU) 2016/1052.
9. Possible effects of the repurchase program on the stock exchange listing of the Company’s shares: The repurchase programme does not have any effect on the stock exchange listing of OMV’s shares.
10. Amount and allocation of stock options to be granted or which have already been granted to employees, senior managers and individual board members of the Company: Currently, there is no stock option program in place. Instead, the Company has Long Term Incentive Plans, Annual Bonus (Equity Deferrals) and other stock ownership plans for employees, senior managers and board members of OMV and its affiliates; such ownership plans, however, do not constitute stock option programs.

The actual implementation of the repurchase program is, in particular, subject to the approval of the Supervisory Board of OMV.
Note pursuant to Article 2 Para. 3 of the Delegated Regulation (EU) 2016/1052 and Section 5 Para. 4 of the Austrian Publication Regulation 2018: OMV will comply with its disclosure obligations pursuant to Article 2 Para. 3 of the Delegated Regulation (EU) 2016/1052 and Sections 6 and 7 of the Austrian Publication Regulation 2018 (details on executed transactions as well as possible changes of the repurchase program) by disclosure via an electronically operated information distribution system which is covering at least the European Union as well as on its website under https://www.omv.com/en/investors/mandatory-disclosures.

This announcement serves at the same time as announcement pursuant to Sections 4 and 5 of the Austrian Publication Regulation 2018. It does, in particular, not constitute a public offer to acquire shares of OMV and does not obligate OMV to accept offers of OMV shares for repurchase.