Obligation OMV Group 2.5% ( XS2224439385 ) en EUR

Société émettrice OMV Group
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Autriche
Code ISIN  XS2224439385 ( en EUR )
Coupon 2.5% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation OMV XS2224439385 en EUR 2.5%, échéance Perpétuelle


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Prochain Coupon 01/09/2026 ( Dans 204 jours )
Description détaillée OMV est une société énergétique intégrée autrichienne, active dans l'exploration et la production de pétrole et de gaz, la raffinage et la commercialisation de produits pétroliers et la chimie.

L'Obligation émise par OMV Group ( Autriche ) , en EUR, avec le code ISIN XS2224439385, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle












Prospectus dated 27 August 2020

OMV AKTIENGESELLSCHAFT
(incorporated as a joint stock corporation (Aktiengesellschaft)
under the laws of the Republic of Austria)
Euro 750,000,000 2.500 % Perpetual Subordinated Fixed to Reset Rate Notes
ISIN XS2224439385, Common Code 222443938, WKN A281UC
Issue Price: 100.00 per cent.

Euro 500,000,000 2.875 % Perpetual Subordinated Fixed to Reset Rate Notes
ISIN XS2224439971, Common Code 222443997, WKN A281UD
Issue Price: 100.00 per cent.


OMV Aktiengesellschaft, Trabrennstraße 6-8, 1020 Vienna, Republic of Austria ("OMV AG" or the "Issuer") will issue on 1 September 2020 (the "Issue
Date") EUR 750,000,000 2.500% Perpetual Subordinated Fixed to Reset Rate Notes (the "NC6 Notes") and EUR 500,000,000 2.875% Perpetual Fixed
to Reset Rate Notes (the "NC9 Notes" and together with the NC6 Notes, the "Notes" and each a "Series of Notes") in the denomination of EUR 100,000
each. The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The NC6 Notes shall bear interest on their aggregate principal amount (i) from and including the Issue Date to but excluding 1 September 2026 (the "NC6
First Reset Date") at a fixed rate of 2.500% per annum; (ii) from and including the NC6 First Reset Date to but excluding 1 September 2030 at the
relevant 5-year swap rate for the relevant interest period plus a margin being equal to the initial credit spread and (iii) from and including 1 September 2030
at the relevant 5-year swap rate for each interest period thereafter plus a margin being equal to the initial credit spread plus 100 basis points per annum
(as set forth in the terms and conditions of the NC6 Notes, the "NC6 Terms and Conditions").
Interest on the NC6 Notes, if any, is payable annually in arrear on 1 September each year commencing on 1 September 2021 (each an "NC6 Interest
Payment Date").
The NC9 Notes shall bear interest on their aggregate principal amount (i) from and including the Issue Date to but excluding 1 September 2029 (the "NC9
First Reset Date" and the NC6 First Reset Date and the NC9 First Reset Date, each a "First Reset Date") at a fixed rate of 2.875% per annum; (ii) from
and including the NC9 First Reset Date to but excluding 1 September 2030 at the relevant 5-year swap rate for the relevant interest period plus a margin
being equal to the initial credit spread and (iii) from and including 1 September 2030 at the relevant 5-year swap rate for each interest period thereaft er
plus a margin being equal to the initial credit spread plus 100 basis points per annum (as set forth in the terms and conditions of the NC9 Notes, the "NC9
Terms and Conditions" and together with the NC6 Terms and Conditions, the "Terms and Conditions").
Interest on the NC9 Notes, if any, is payable annually in arrear on 1 September each year commencing on 1 September 2021 (each an "NC9 Interest
Payment Date" and together the NC6 Interest Payment Date together with the NC9 Interest Payment Date, each an "Interest Payment Dates").
Payment of interest in relation to each Series of Notes may be deferred at the option of the Issuer in whole but not in part (the "Deferred Interes t
Payments"). The Issuer may pay such Deferred Interest Payments (in whole or in part) at any time upon due notice but will only be obliged to pay such
Deferred Interest Payments on the Notes (in whole, but not in part) under certain other circumstances (as set out in the Terms and Conditions). Such
Deferred Interest Payments will not bear interest themselves. The Notes have no scheduled redemption. The Issuer may call each Series of Notes for
redemption (in whole but not in part) with efect as of (i) any Business Day during the period of 90 calendar days up to and including the First Reset Date
or (ii) the Second Reset Date or (iii) any Interest Payment Date thereafter. The Issuer may redeem each Series of Notes following a Gross-up Event, a
Tax Event, an Accounting Event, a Rating Event, a Repurchase Event or a Change of Control Event (each as defined in the Terms and Conditions).
The expected rating of the Notes is "Baa2" from Moody's Investors Services ("Moody's") and "BBB" from Fitch Ratings Ltd ("Fitch").
In the case of an insolvency or liquidation of the Issuer, the obligations of the Issuer under the Notes will rank subordinated to all present and
future unsubordinated and subordinated obligations of the Issuer (as set out in § 2 (1) (b) of the Terms and Conditions).
Each Series of Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons, which will be
exchangeable for a permanent global note (the "Permanent Global Note") without interest coupons, not earlier than 40 days after the Issue Date, upon
certification as to non-U.S. beneficial ownership.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6 of the Regulation (EU) 2017/1129 of the European Parliament
and the Council of 14 June 2017, as amended (the "Prospectus Regulation"). This Prospectus will be published in electronic form together with all
documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and the website of the Issuer (www.omv.com)
and will be available free of charge at the specified ofice of the Issuer.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") of the Grand-Duchy of Luxembourg
("Luxembourg") in its capacity as competent authority (the "Competent Authority") under the Prospectus Regulation and the Luxembourg act relating
to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières - the "Luxembourg Law").
This Prospectus will be valid until 27 August 2021. In case of a significant new factor, material mistake or material inaccuracy relating to the information
included in this Prospectus which may afect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without
undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus will cease to apply
onc the Notes have been admitted to trading on a regualated market and at the latest upon expiry of the validity period of the Prospectus.
The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. By approving this Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the
quality or solvency of the Issuer pursuant to Article 6(4) Luxembourg Law. Such approval should not be considered as an endorsement of the Issuer or
of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the







Notes. The Issuer has requested the CSSF to provide the competent authority in the Republic of Austria ("Austria") with a certificate of approval attesting
that the Prospectus has been drawn up in accordance with the Prospectus Regulation (the "Notification").
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and are subject to
United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to,
or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act ("Regulation S") unless the Notes are registered under
the Securities Act or an exemption from the registration requirements of the Securities Act is available.
Application has been made to the Luxembourg Stock Exchange for each Series of Notes to be listed on the official list of the Luxembourg Stock Exchange
(the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market. Furthermore, an application will be made to
list the Notes on the Oficial Market (Amtlicher Handel) of the Vienna Stock Exchange. Each of the Luxembourg Stock Exchange's Regulated Market
and the Vienna Stock Exchange's Oficial Market (Amtlicher Handel) are regulated markets for the purposes of Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II") (the "Regulated Market").

Structuring Agents to the Issuer and Global Coordinators

Barclays
MUFG
UniCredit Bank Austria

Active Bookrunners

BNP PARIBAS
Crédit Agricole CIB

J.P. Morgan
Société Générale Corporate & Investment Banking

Passive Bookrunners

Bayern LB
DZ BANK AG

Helaba
SMBC Nikko






RESPONSIBILITY STATEMENT
The Issuer with its registered office in Vienna, Austria, accepts responsibility for the information contained in this
Prospectus and declares to the best of its knowledge that the information contained in this Prospectus is in accordance with
the facts and this Prospectus makes no omission likely to affect its import.
NOTICE
No person is authorised to give any information or to make any representation other than those contained in this Prospectus
and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf
of the Issuer or the managers set forth on the cover page (each a "Manager" and together, the "Managers").
This Prospectus should be read and understood in conjunction with any supplement hereto, if any, and with any other
documents incorporated herein by reference.
The Issuer has confirmed to the Managers that this Prospectus contains all information which is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer and the rights attaching to the Notes which is material in the context of the issue and offering of the Notes; that
the information contained herein with respect to the Issuer and the Notes is accurate and complete in all material respects
and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable
assumptions; that there are no other facts with respect to the Issuer or the Notes, the omission of which would make this
Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading; that the
Issuer has made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Managers to supplement this Prospectus in the event of any significant new factor,
material mistake or inaccuracy relating to the information included in this Prospectus in respect of the Notes issued on the
basis of this Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between the
time when this Prospectus has been approved and the time when trading of the Notes on a regulated market begins.
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"GENERAL INFORMATION ON THE ISSUER AND THE GROUP" and statements elsewhere in this Prospectus relating
to, among other things, the future financial performance, plans and expectations regarding developments in the business of
the Group (as defined therein). These forward-looking statements are subject to a number of risks, uncertainties,
assumptions and other factors that may cause the actual results, including the financial position and profitability of the
Group, to be materially different from or worse than those expressed or implied by these forward-looking statements.
Neither the Issuer nor the Managers assume any obligation, except as required by law, to update such forward-looking
statements and to adapt them to future events or developments.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute an
offer of Notes or an invitation by or on behalf of the Issuer or the Managers to purchase any Notes. Neither this Prospectus
nor any other information supplied in connection with the Notes should be considered as a recommendation by the Issuer
or the Managers to a recipient hereof and thereof that such recipient should purchase any Notes.
This Prospectus reflects the status as of its date. The offering, sale and delivery of the Notes and the distribution of the
Prospectus may not be taken as an implication that the information contained herein is accurate and complete subsequent
to the date hereof or that there has been no adverse change in the financial condition of the Issuer since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, neither any Manager nor any of its respective affiliates nor
any other person mentioned in this Prospectus, except for the Issuer, accepts responsibility for the accuracy and
completeness of the information contained in this Prospectus or any other document incorporated by reference, and
accordingly, to the extent permitted by the laws of any relevant jurisdiction, none of them makes any representation, express
or implied, or warranty or accepts any responsibility for the accuracy and completeness of the information contained in any
of these documents. The Managers have not independently verified any such information and accept no responsibility for
the accuracy thereof.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer
or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any
such restrictions. For a description of the restrictions applicable in the European Economic Area, the United States of
America, the United Kingdom and Japan, see "Selling Restrictions". In particular, the Notes have not been and will not be
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registered under the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the United
States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of
America or to U.S. persons.
MIFID II product governance / Professional investors and ECPs only target market ­ Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of both Series of Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined
in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prospectus Regulation / Prohibition of sales to EEA and UK retail investors ­ The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (the "EEA") or in the United Kingdom (the "UK"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID
II) or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
Following the First Reset Date, interest amounts payable under each Series of Notes are calculated by reference to the
annual swap rate for swap transactions denominated in Euro with a term of 5 years, which appears on the Reuters Screen
Page ICESWAP2/EURFIXA and which is provided by ICE Benchmark Administration Limited ("IBA"). As at the date of
this Prospectus, IBA appears on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation
(EU) 2016/1011) (the "Benchmark Regulation").
The Notes may not be a suitable investment for all investors ­ Each potential investor must determine the suitability of
any such investment with particular reference to its own investment objectives and experience, and any other factors which
may be relevant to it in connection with such investment, either alone or with the help of a financial adviser. In particular,
each potential investor should:
i.
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of
investing in the Notes and the information contained or incorporated by reference in this Prospectus;
ii.
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation and the investment(s) it is considering, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
iii.
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes;
iv.
understand thoroughly the Terms and Conditions, including in particular the subordination status of the Notes and
the option of OMV to defer interest payments, and be familiar with the behaviour of financial markets and of any
financial variable which might have an impact on the return on the Notes;
v.
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment and its ability to bear the applicable risks; and
vi.
know, that it may not be possible to dispose of the Notes for substantial period of time, if at all.
Potential investors should also consult their own tax adviser as to the tax consequences of the purchase, ownership and
disposition of Notes.
IN CONNECTION WITH THE ISSUE OF THE NOTES, BARCLAYS BANK IRELAND PLC (THE "STABILISING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) MAY OVER-
ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING SHALL BE IN COMPLIANCE
WITH LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY RELEVANT JURISDICTION.
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TABLE OF CONTENTS

RISK FACTORS .........................................................................................................................................................................1
I. Risk Factors regarding OMV AG and the Group ............................................................................................................ 1
II. Risk Factors regarding the Notes................................................................................................................................... 29
TERMS AND CONDITIONS OF THE NC6 NOTES........................................................................................................ 37
TERMS AND CONDITIONS OF THE NC9 NOTES........................................................................................................ 87
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ......................................................................... 137
TAXATION ............................................................................................................................................................................. 190
SUBSCRIPTION, OFFER AND SALE OF THE NOTES .............................................................................................. 194
SELLING RESTRICTIONS ................................................................................................................................................ 195
GENERAL INFORMATION............................................................................................................................................... 197
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................... 199

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RISK FACTORS
The following is a disclosure of risk factors that are material to the Notes in order to assess the market risk
associated with these Notes and risk factors that may affect the Issuer's ability to fulfil its obligations under
the Notes. Prospective investors should consider these risk factors before deciding to purchase Notes.
Prospective investors should consider all information provided in this Prospectus and consult with their own
professional advisers if they consider it necessary. In addition, investors should be aware that the risks
described may combine and thus intensify one another. The occurrence of one or more risks may have a
material adverse effect on the Issuer's business, financial position, profit, and cash flows. Should one or
several of the following material risks materialise, this could lead to a material decline in the price of the
Notes or, in the worst-case scenario, to a total loss of interest and the amount invested by investors. Additional
risks which the Issuer is not currently aware of could also affect its business operations and adversely affect
its business activities and financial condition and results of operations and the ability of the Issuer to fulfil its
obligations under the Notes.
This section "Risk Factors" comprises the following parts:
I.
Risk Factors regarding OMV AG and the Group;
II.
Risk Factors regarding the Notes.
In each of these parts, risk factors are organized in categories depending on their respective nature. In each
category the most material risk factors, based on the probability of their occurrence and the expected
magnitude of their negative impact, are mentioned first.
Words and expressions defined in the Terms and Conditions shall have the same meanings in this section.
Within this section "Risk Factors regarding OMV AG and the Group", the terms "OMV" and the "Group"
mean OMV AG together with all of its subsidiaries.
I.
Risk Factors regarding OMV AG and the Group
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express
a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the
Notes for other reasons and the Issuer does not represent that the statements below regarding the risks of
holding the Notes are complete. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their own
views prior to making any investment decision.
1.
Risks related to the general financial and economic environment
OMV is exposed to risks related to the general financial and economic environment, in particular in case
of a recession or a crisis
OMV is exposed to the general financial and economic environment, in particular due to the link of its
business to the development of the general economy. In the past, several incidents and adverse conditions
illustrated the potential impact of certain risks related to the general financial and economic environment on
OMV, all of which can have material adverse effects on OMV's business, results of operations and financial
condition. Such examples, which have led or could further lead to adverse and volatile economic environment
include the global financial and economic crisis in 2007 and the following years, the sovereign debt crisis in
the Euro zone countries (the "Euro zone", which includes 18 EU member states that have implemented the
Euro as official currency) commencing in 2010, the United Kingdom leaving the EU ("Brexit") in 2020. In

1






particular, the outbreak of the novel coronavirus SARS-CoV-2, which caused the current COVID-19
pandemic, has led to an adverse and volatile economic environment. In addition, also a non-event driven
general recession may cause an adverse financial and macroeconomic environment.
As a consequence of the COVID-19 pandemic, significantly adverse market conditions have occurred. Since
December 2019, the novel coronavirus SARS-CoV-2 has spread in China and, shortly following, in almost
all other countries of the world. Quarantines, curfews and further restrictions of business and social life have
been imposed for several countries of the world, including Austria. A failure of OPEC members and Russia
to agree on a cut to oil production to respond to the sharp decrease in demand as a result of the COVID-19
pandemic has led to a drop in oil prices by 30% at the beginning of March 2020, with Brent crude reaching
US Dollar ("USD") 31/ barrel ("bbl"). As a consequence of the COVID-19 pandemic, demand for OMV's
Downstream products, including in particular oil sales in the retail and commercial business (including
aviation), has significantly decreased, leading to lower sales and lower utilizations of OMV's refineries.
Capital markets have recognized severe losses since March 2020, leading to plunges in stock market prices,
including also in OMV's price of shares, which are admitted to the Official Market of the Vienna Stock
Exchange. In view of the significantly reduced international demand and overcapacities, Brent prices have
further decreased and fell below USD 20/bbl on 21 April 2020. On 12 April 2020, Members of OPEC and
their allies, including Russia and Mexico, announced that they have agreed to cut production by 9.7 million
bbl a day in May and June 2020, the deepest cut ever agreed to by the world's oil producers. After that, the
group will steadily ramp up production until the agreement expires in April 2022. Also Norway announced
that it will cut production. Since its lows in April 2020, Brent oil prices have increased to levels of around
USD 40/bbl at the end of June and the beginning of July 2020. For the year 2020, OMV ­ as of the date of
this Prospectus ­ expects the average Brent oil price to be at USD 40/bbl (2019: USD 64/bbl). For 2021,
OMV has amended its previous short-term assumption for the average Brent oil price of USD 70/bbl to USD
50/bbl.
It cannot be excluded that further countries, regions or municipalities in several countries of the world impose
new or even stricter temporary quarantines and curfews. Further, also countries, regions or municipalities
which have already commenced retracting or lowering quarantines, curfews and further restrictions of
business and social life may be forced to reimpose any such measures or even stricter measures in case
infections with SARS-CoV-2 increase again (so-called "second wave"). Such situation might exist until
reliable treatments and medicine for treatment of COVID-19 patients and vaccinations against the SARS-
CoV-2 virus are broadly available around the world. It currently cannot be assessed when such treatments,
medicine and vaccinations will be approved and available. Accordingly, it is currently not foreseeable how
long the COVID-19 pandemic will last and whether or when the impacts on capital markets, business
transactions and social life will be halted or reduced. These events could cause a further disruption of regional
or global economic activity as well as capital and credit markets, leading to an even stronger decrease in
demand for OMV's products, which could materially affect OMV's operations, financial results and liquidity.
The extent to which the COVID-19 pandemic and/or other comparable diseases impact OMV will depend on
future developments, which are highly uncertain and cannot be predicted, including new information which
may emerge concerning the severity of the infection with SARS-CoV-2 and/or other diseases and the actions
to contain them or treat their impact, among others. Measures taken by OMV to reduce the negative impact
on the company in operational, human resources, financial and legal aspects to support business continuity,
including by means of an emergency management team (EMT) may not be sufficient to appropriately
minimize the impacts on OMV's operations, financial results and liquidity.
Adverse financial and economic conditions as well as situations of a crisis may also lead to intensified
competition for market share and available margin, with consequential adverse effects on volumes and prices.
The financial and economic situation may also have a negative impact on third parties with whom OMV
does, or will do, business. If there is an extended period of constraint in the capital or credit markets, at a
time when cash flows from OMV's business operations may be under pressure or additional funds may be
required, this may impact OMV's ability to fund its operations or required future investments, with a
consequent negative effect on its business, and may impact shareholder returns, including dividends or the
Issuer's share price. Changes in OMV's debt ratings could have a material adverse effect on its cost or sources
of financing. Decreases in the funded levels of OMV's pension plans may increase OMV's pension funding
requirements. OMV may ultimately face major challenges in a period of new or longer than expected adverse
conditions. Oil and gas prices and margins could fall or remain lower than in previous times due to reduced

2






demand and, as a result of reduced demand, higher reserves of crude oil in inventories could be built up. The
degree to which producers reduce production, if at all, could also affect prices and margins, in particular if
major oil-producing nations do not reduce crude oil production volumes despite reduced demand and/or high
reserves of crude oil stored in inventories. At the same time, governments face greater pressure on public
finances, including in particular to finance support of individuals and companies for relieving impacts of the
COVID-19 pandemic, leading to the risk of increased taxation.
OMV particularly depends on the financial and economic environment in its Operating Region. There is
a risk that certain countries of OMV's Operating Region may significantly be affected by deteriorating
financial and economic markets
OMV's global operations expose it to various potential risks that are specific to the different countries in
which it operates. OMV in particular depends on the financial and economic environment of the countries it
is operating in (the "Operating Region"). The Operating Region in particular includes the Central and South-
eastern Europe ("CEE") region, New Zealand, Australia, Norway, Libya, Tunisia, Turkey, Pakistan, Yemen,
Russia, Abu Dhabi, the Kurdistan Region of Iraq, Kazakhstan and Malaysia. The expansion and development
of business activities in CEE and in the Middle East were central components of the strategy of OMV; a large
portion of OMV's refining and oil product distribution network is located in CE/E. Further, in January 2019,
OMV acquired a 50% interest in SapuraOMV Upstream Sdn. Bhd. and entered Malaysia.
Financial and economic environments may significantly vary, depending on the respective country or region.
Not all countries in the Operating Region have made equal progress in the development of their gross
domestic product ("GDP") in the past. Positive trends in the past may not be sustainable. By way of example,
in relation to the CEE region, the financial crisis that began in autumn 2007 and its resulting economic effects
have triggered a recession in most countries in the region, the negative effects of which have been prolonged
by the sovereign debt crisis in the Euro zone countries since 2010. Sharp declines in economic activity,
combined with rising unemployment, public debt and financial capital outflows have significantly worsened
the economic outlook for the region. Consequently, OMV has experienced and may continue to experience
stagnating or declining sales in the CEE region. In addition, OMV's capital investments in these markets may
prove to have been too high in light of economic conditions less favourable than those which OMV assumed
when OMV made the investments. Parts of the Operating Region may also decrease in being receptive to
foreign trade and investment. Any deterioration in the financial and economic conditions or climate for
foreign trade and investment in the Operating Region could have a material adverse effect on the Operating
Region's economy which, in turn, may have a negative impact on OMV's business, results of operations and
financial condition. Were any of the following factors, which have been characteristic of the economy in
some or all states of the Operating Region at various times during recent years, to recur or continue, this
could have a negative influence on the investment climate in the Operating Region and may have a negative
impact on OMV's business, results of operations and financial condition:
·
significant declines in GDP and high government debt relative to GDP;
·
unstable local currencies, high levels of inflation or restrictions on transfers of hard currency outside
of states within the Operating Region;
·
a weak banking system providing limited liquidity to domestic enterprises;
·
widespread tax evasion;
·
growth of a black and grey market economy, corruption and extensive penetration of organised
crime into the economy;
·
significant increases in unemployment and underemployment; and
·
impoverishment of a large portion of the population.
The economic development in several parts of the Operating Region is still subject to risks common to al
regions that have undergone, or are undergoing, political, economic and social changes. The development of
the financial and economic environment in several of these countries is often also linked to political
developments. The countries in the CEE region, in which OMV operates that are not EU member states,
Turkey, countries in the Middle East, in which OMV operates, as well as Malaysia are not yet as stable and
developed as EU member states. The possibility of significant changes or unpredictable developments stil

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exists in sectors of the economy. Further, there is a risk that any adverse development in the worldwide
financial and economic environment, either caused by a general recession or by incidents, a crisis, a disease
or pandemic or by other adverse conditions may in particular hit several countries of the Operating Region
which have lower GDP levels and/or less resources for governmental aid for individuals and companies to
relieve impacts of any such adverse developments.
The occurrence of any such event affecting the Operating Region's financial and economic environment may
make operation in these countries subject to greater risks and uncertainties than in Western European
jurisdictions and may have a material adverse effect on OMV's business, results of operations and financial
condition.
OMV in particular also depends on the political developments and environment, the social environment,
the security and the (in)stability in its Operating Region.
Potential risks that are specific to the different countries in which OMV operates also include risks resulting
from political developments and environment, the social environment and the (in)stability in parts of the
Operating Region. A significant portion of OMV's Operating Region is located in countries outside of the
European Union, which provide for significant differences in the political, social and security environments.
In certain countries of its portfolio, OMV's operations are exposed to political risks, including expropriation
and nationalisation of property, civil strife and acts of war or terrorism. Political uncertainties in particular
relate to Libya, Kazakhstan, Yemen, Russia and Tunisia, where OMV operates and has financial investments.
The development in these regions is subject to risks common to all regions that have recently undergone, or
are undergoing, political and social changes; political systems may not yet be as stable and developed as EU
member states. The possibility of significant changes or unpredictable political decisions and developments
still exists in sectors of the economy and the law, such as taxation, foreign exchange controls and property
law. Further, in such countries there is a higher risk of politically motivated exercise of influence or erratic
and inconsistent legal or regulatory actions and interventions than in EU member states. Any future political
or regulatory intervention may also have a material adverse effect on OMV's business, results of operations
and financial condition.
In addition, OMV's operations could become subject to the risk of expropriation and nationalisation, to which
not all countries in the Operating Regions apply the same standards as are commonly found in Western
jurisdictions. In certain countries in which OMV is active, it may be difficult to repatriate investment and
profits. If it is perceived that OMV is not respecting or advancing the economic and social progress of the
communities in which it operates, its reputation and shareholder value could be damaged.
In certain countries OMV is active in, the political climate is unstable and security continues to be an
important concern, since the potential for attacks on employees and/or facilities, social unrest, including
strikes and political protests and demonstrations remains high. A number of countries in North Africa and
the Middle East, in particular Yemen, Tunisia and Libya have recently been and may continue to be subject
to political unrest, including uprisings and government retaliation, as well as terrorist attacks and violence
aimed against civilians, employees and facilities. By means of acts of terrorism, war and murder, the so-
called Islamic State (IS), an extremist militant group and self-proclaimed caliphate and Islamic state, had
occupied parts of Iraq and Syria and implemented a fundamentalist regime. In addition, the Islamic State also
gained limited territorial control in Libya and Yemen and acts of war between the Islamic State and Kurdish
troops in the Kurdistan Region of Iraq have moved close to the Turkish border in 2015. It cannot be excluded
that territories liberated, which were previously occupied by the Islamic State, may fall under IS control again
in the future or may be subject to single acts of terrorism by this group or similar groups. In Yemen,
production was severely disrupted during 2011 for the first time due to attacks on the export pipeline used by
OMV's operations. Since early April 2015, production in Yemen was completely shut-in due to security
issues. In the financial year 2015, OMV made impairments of EUR 402 million on Upstream operations in
Yemen. However, as the Habban field location has not been affected by the deteriorated security
environment, comprehensive technical, commercial and security arrangements have been put in place to
achieve resumption of production in Block S2 as of 1 April 2018. In the financial year 2018, oil production
from Yemen amounted to 1.1 mn bbl and in 2019 to 1.8 mn bbl. Also in Libya, the security situation remains
challenging: OMV's operations were negatively affected by the unstable political situation in Libya in recent
years. OMV's average Libyan production throughout 2013 was 21.6 kboe/d and in 2014 8.8 kboe/d, reflecting
the deteriorating political and security environment. OMV's assets in the west of Libya were shut in during

4






November 2014, having operated on an intermittent basis throughout 2014, and remained generally shut in.
In the financial year 2015, OMV accordingly made impairments of EUR 143 million on Upstream operations
in Libya. OMV restarted operations in late 2016, recorded increased oil and natural gas liquids production of
9.1 mn boe in Libya in 2017 and was able to increase volumes in 2018 from Libya to an oil and NGL
production of 10.9 mn boe. In 2019, production stoppages occurred due to insecurity. Since January 2020,
force majeure is declared in the Libyan oil fields. If the political and security climate in several of the
countries of the Operating Region remains in its present state or deteriorates again, this could cause further
production disruptions or shutdowns, which may have a material adverse effect on OMV's business, results
of operations and financial condition.
If political instability and acts of terrorism in one or more of the countries in the Operating Region continue
or heighten or spill over to other regions close to the Operating Region, it could have wider political, social
and economic consequences in the economies of the Operating Region and neighbouring countries such as
regime changes, increased nationalism, restrictions on foreign ownership and possible violence as wel as
war and, as a result, on OMV's business, results of operations and financial condition. Further, if security
measures implemented by OMV for its operation areas in affected regions fail or if operations in these
countries will be or continue to be shut-in, this could have a material adverse effect on OMV's business,
results of operations and financial condition.
Organised crime, including extortion and fraud also impose a risk to businesses in parts of the Operating
Region. Many countries in the Operating Region still face considerable weaknesses in the fight against
corruption and organised crime. Property and employees may become targets of theft, violence or extortion.
Threats or incidents of crime may force OMV to cease or alter certain activities or to liquidate certain
investments, which may cause losses or have other negative impacts on OMV. OMV's operations could be
adversely affected by illegal activities, corruption or claims implicating OMV in illegal activities. Corruption
and theft may also arise within OMV and may have a material adverse effect on OMV's business, results of
operations and financial condition.
In case of a financial and economic turmoil, counterparties of OMV may fail. The failure of counterparties
to pay amounts due may have a material adverse effect on OMV's business.
Adverse financial and economic environment, a longer than expected period of adverse conditions or a
financial and economic turmoil may lead to adverse effects on counterparties of OMV. Also in times of a
stable financial and economic environment, OMV is exposed to the credit risk of counterparties, i.e. the
potential exposure of OMV to losses in case counterparties fail to perform or pay amounts due. Credit risks
arise from both commercial and financial partners. In case of an adverse financial and economic environment
or of a turmoil, such risks may significantly increase. A severe crisis, including the ones experienced in the
past in the Eurozone or the current COVID-19 caused crisis, may affect the creditworthiness of OMV's
business partners negatively and/or may cause OMV's assessments of the creditworthiness of its
counterparties to become outdated rapidly. As a consequence, OMV may experience a higher level of
counterparty failure. The realisation of such increased counterparty risk may have a material adverse effect
on OMV's business, results of operations and financial condition.
Severe negative economic developments may cause unfavourable movements in interest rates.
Interest on OMV's debt is partly indexed at a spread to benchmark rates such as the Euro Interbank Offered
Rate ("EURIBOR"). Variable interest rates expose OMV to the risk of increasing interest rates while the risk
associated with fixed interest rates lies in a possible decline in interest rate levels. By way of example, in the
past years interest reference rates have been reduced significantly. The ECB's fixed rate for main refinancing
operations has been lowered to 0.0% with effect from 16 March 2016 and has not been increased since then.
Since the beginning of 2016, almost all EURIBOR interest rates (varying between one week and twelve
months) have been negative.
Interest rate swaps can be used to convert fixed rate debt into floating rate debt, and vice versa. As of 31
December 2019, OMV did not have any open position, since no interest rate swaps were entered during the
year 2019 (2018: no open position). Depending on any negative economic developments, there is a risk that
interest rates may show unfavourable movements. It is currently not foreseeable how interest rates will
develop in view of the COVID-19 pandemic and the attempts by governments and central banks to support
business and capital markets. Movements in interest rates, which are particularly caused by adverse economic

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