Bond OMV Group 6.25% ( XS1294343337 ) in EUR

OMV Group

100 % ⇌

Austria

XS1294343337 ( in EUR )

6.25% per year ( payment 1 time a year)

09/12/2025 - Bond has expired

Prospectus brochure of the bond OMV XS1294343337 in EUR 6.25%, expired

1 000 EUR

750 000 000 EUR

OMV Aktiengesellschaft is an Austrian integrated oil and gas company, operating in exploration and production, refining and marketing, and petrochemical sectors across Europe, the Middle East, and Africa.

The Bond issued by OMV Group ( Austria ) , in EUR, with the ISIN code XS1294343337, pays a coupon of 6.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 09/12/2025

Prospectus dated 1 December 2015

OMV AKTIENGESELLSCHAFT
(incorporated as a joint stock corporation (Aktiengesellschaft)
under the laws of the Republic of Austria)
Euro 750,000,000 Perpetual Subordinated Fixed to Reset Rate Notes
and
Euro 750,000,000 Perpetual Subordinated Fixed to Reset Rate Notes
OMV Aktiengesellschaft, Trabrennstraße 6-8, 1020 Vienna, Republic of Austria ("OMV AG" or the "Issuer") will issue on 7 December 2015 (the
"Issue Date") EUR 750,000,000 in aggregate principle amount of subordinated notes subject to interest rate reset at 5 year intervals commencing at the
first call date on 9 December 2021 (the "NC6 Notes") and EUR 750,000,000 in aggregate principle amount of subordinated notes subject to interest rate
reset at 5 year intervals commencing at the first call date on 9 December 2025 (the "NC10 Notes" and, together with the NC6 Notes the "Notes" and
each a "Series"), at an issue price of 99.999 per cent. of their principal amount in respect of the NC6 Notes (the "NC6 Issue Price") and 99.999 per
cent. of their principal amount in respect of the NC10 Notes (the "NC10 Issue Price" and together, with the NC6 Issue Price, each an "Issue Price").
The Notes are issued in denominations of EUR 1,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The NC6 Notes shall bear interest on their principal amount (i) from and including the Issue Date to but excluding 9 December 2021 (the "NC6 First
Call Date") at a fixed rate of 5.250 per cent. per annum; (ii) from and including the NC6 First Call Date to but excluding 9 December 2025 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
9 December 2025 at the relevant 5 year swap rate for the relevant interest period plus a margin being equal to the initial credit spread plus 100 basis
points per annum.
The NC10 Notes shall bear interest on their principal amount (i) from and including the Issue Date to but excluding 9 December 2025 (the "NC10 First
Call Date"; the NC6 First Call Date and the NC10 First Call Date each a "First Call Date") at a rate of 6.250 per cent. per annum; and (ii) from and
including the NC10 First Call Date at the relevant 5 year swap rate for the relevant interest period plus a margin being equal to the initial credit spread
plus 100 basis points per annum.
Interest on the Notes, if any, is payable annually in arrear on 9 December each year commencing on 9 December 2016 (each an "Interest Payment
Date").
Payment of interest in relation to each Series of the Notes may be deferred at the option of the Issuer (the "Deferred Interest Payments"). The Issuer
may pay such Deferred Interest Payments (in whole or in part) in relation to each Series at any time upon due notice but will only be obliged to pay
such Deferred Interest Payments on a Series of Notes (in whole, but not in part) under certain other circumstances (as set out in the terms and
conditions for each Series of the Notes, the "Terms and Conditions"). Such Deferred Interest Payments will not bear interest themselves.
The expected rating of the Notes is "Baa3" 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 the 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 5.3 of Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003, as amended, inter alia, by Directive 2010/73/EG (the "Prospectus Directive"). 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 will
be available free of charge at the specified office 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 Luxembourg Act dated 10 July 2005
relating to prospectuses for securities as amended (loi du 10 juilliet 2005 relative aux prospectus pour valeurs mobilières, the "Luxembourg Act"). The
Issuer will prepare and make available an appropriate supplement to this Prospectus if at any time the Issuer will be required to prepare a prospectus
supplement pursuant to Article 13 of the Luxembourg Prospectus Law. By approving a prospectus, CSSF shall give no undertaking as to the economic
and financial soundness of the operation or the quality or solvency of the Issuer. The Issuer has requested CSSF to provide the competent authority in
the Republic of Austria ("Austria"), and may request CSSF to provide competent authorities in additional host Member States within the European
Economic Area, with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Act.
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 the 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 Regulated Market (Geregelter Freiverkehr) of the Vienna Stock Exchange. Each of the Luxembourg Stock Exchange's Regulated
Market and the Vienna Stock Exchange's Regulated Market (Geregelter Freiverkehr) are regulated markets for the purposes of the Market and
Financial Instruments Directive 2004/39/EC (the "Regulated Market").
Joint Structuring Advisers and Joint Bookrunners
Barclays
Deutsche Bank
Joint Bookrunners
BNP PARIBAS
Société Générale Corporate & Investment Banking
UniCredit Group
Erste Group
Landesbank Baden-Württemberg
Raiffeisen Bank International

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Vienna, Austria, accepts responsibility for the information contained in this
Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything
likely to affect the import of such information.
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 joint lead 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
II

States of America, the United Kingdom and Japan, see "Selling Restrictions". In particular, the Notes have not been and
will not be 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.
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language constitutes a
translation for additional information, except for the Terms and Conditions of the Notes in respect of which German is
the legally binding language.
IN CONNECTION WITH THE ISSUE OF THE NOTES, BARCLAYS BANK 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, THERE IS
NO ASSURANCE THAT THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE
STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. 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 BE ENDED AT ANY TIME, BUT IT MUST END
NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON
BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

III

TABLE OF CONTENTS

1.
SUMMARY OF THE PROSPECTUS ..............................................................................................................1
1.1 Summary of the Prospectus ................................................................................................................................1
1.2 German Translation of the Summary of the Prospectus ..................................................................................... 15
2.
RISK FACTORS ............................................................................................................................................. 31
2.1 Risk Factors regarding OMV AG and the Group .............................................................................................. 31
2.2 Risk Factors regarding the Notes ...................................................................................................................... 48
3.
TERMS AND CONDITIONS OF THE NOTES............................................................................................. 53
4.
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ........................................................... 99
4.1 History and Development ................................................................................................................................ 99
4.2 Organisational Structure ................................................................................................................................ 100
4.3 Business Strategy .......................................................................................................................................... 101
4.4 Business of OMV .......................................................................................................................................... 104
4.5 Exploration and Production ("UPSTREAM" since 1 January 2015) ................................................................ 106
4.6 Gas and power ("DOWNSTREAM GAS" since 1 January 2015) .................................................................... 115
4.7 Refining and Marketing including petrochemicals ("DOWNSTREAM OIL" since 1 January 2015) ................ 119
4.8 Material Contracts ......................................................................................................................................... 121
4.9 Trend Information ......................................................................................................................................... 122
4.10 Recent Events .............................................................................................................................................. 122
4.11 Health, safety, security and environment ...................................................................................................... 124
4.12 Management of OMV Aktiengesellschaft ..................................................................................................... 125
4.13 Corporate Governance, Board Practices and Conflict of Interests .................................................................. 128
4.14 Capital Structure .......................................................................................................................................... 128
4.15 Major Shareholders ...................................................................................................................................... 129
4.16 Litigation and Arbitration............................................................................................................................. 129
4.17 Significant Changes and Material Adverse Changes ..................................................................................... 132
5.
TAXATION ................................................................................................................................................... 133
5.1 Austria .......................................................................................................................................................... 133
5.2 Luxembourg .................................................................................................................................................. 135
5.3 EU Savings Tax Directive .............................................................................................................................. 136
5.4 The proposed financial transactions tax .......................................................................................................... 136
6.
SUBSCRIPTION, OFFER, AND SALE OF THE NOTES .......................................................................... 138
7.
SELLING RESTRICTIONS ......................................................................................................................... 139
8.
GENERAL INFORMATION AND CONSENT TO THE USE OF THE PROSPECTUS .......................... 141
8.1 General Information ...................................................................................................................................... 141
8.2 Consent to the use of the Prospectus............................................................................................................... 142
9.
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 143
IV

1.
SUMMARY OF THE PROSPECTUS
1.1
Summary of the Prospectus
Summaries are made up of disclosure requirements known as elements (the "Elements"). These Elements are numbered
in sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type of securities
and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of securities and the Issuer,
it is possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the Summary with the specification of "not applicable".
Element
Section A.
Introduction and Warnings
A.1
Warnings
Warning that
· this Summary should be read as an introduction to the Prospectus;
· any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor;
· where a claim relating to the information contained in the Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
Member State, have to bear the costs of translating the Prospectus, before the
legal proceedings are initiated; and
· civil liability attaches only to the Issuer which has tabled the Summary
including any translation thereof, but only if the Summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Prospectus or it does not provide, when read together with the other parts of the
Prospectus, key information in order to aid investors when considering whether
to invest in the Notes.
A.2
Consent by the Issuer Not applicable. The Issuer does not consent to the use of the Prospectus for the
to the use of the
subsequent resale or final placement of the Notes.
Prospectus
Element
Section B.
Issuer
B.1
Legal and commercial The Issuer's legal and commercial name is OMV Aktiengesellschaft and OMV.
name
B.2
Domicile / Legal form OMV AG is a joint stock corporation (Aktiengesellschaft) under the laws of and
/ Legislation /
incorporated in the Republic of Austria with its domicile in Vienna, Austria.
Country of
incorporation
B.4b
Trends affecting the
Development in the global economy generally affects OMV's sales and earnings and
Issuer and the
cyclicality may adversely affect operating margins. OMV is operating in a
industries in which it
challenging industry environment characterised by high oil price volatility, high
operates
investment needs to contribute to a low carbon economy, as well as the need to
diversify and secure energy supply. In particular, since September 2014, crude oil
prices have faced a notable decrease. Some industries OMV operates in are
characterised by overcapacities and subdued demand, which could put pressure on
operating margins. OMV operates in regulated industries and changes in regulatory
controls and associated implementation of measures to comply with regulations
could affect earnings. Further, political and social developments in countries in
which OMV operates directly affect OMV's business and earnings.
B.5
Description of the
The Issuer is the ultimate parent of OMV as a group.
Group and the
In addition to wholly owned subsidiaries (including OMV Exploration &
Issuer's position
Production GmbH, OMV Refining & Marketing GmbH, OMV Gas & Power GmbH
within the Group
and OMV Solutions GmbH), as of the date of this Prospectus the Issuer directly or
indirectly owns interests of 51.01 per cent. in the Romanian oil and gas company
OMV PETROM SA ("Petrom"), 64.25 per cent. in the gas marketing company
EconGas GmbH ("EconGas") and, following a squeeze-out and a delisting from the
Istanbul Stock Exchange as of 6 May 2015, 100.00 per cent. in OMV Petrol Ofisi
A.. ("Petrol Ofisi"), a leading oil marketing company in Turkey; the squeeze-out
1

of all minority shareholders of Petrol Ofisi was approved by the Turkish Capital
Markets Board in April 2015. OMV's chemical operations are concentrated in
Borealis AG ("Borealis"), in which OMV owns a 36 per cent. interest. In addition,
OMV holds a 10 per cent. stake in Pearl Petroleum Company Limited (operating in
the Kurdistan Region of Iraq), and a 40 per cent. interest in the Turkish gas
wholesaler Enerco Enerji Sanayi Ve Ticaret A.S.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate are made.
estimate
B.10
Nature of any
Not applicable. The audit reports do not include any qualifications.
qualifications in the
audit report on
historical financial
information
B.12
Selected historical key
Selected balance sheet items
financial information

As of
As of 30 September
31 December

2013(1)
2014
2015

(in million)
(in million)
audited
unaudited
Assets

Non-current assets
23,641
25,548
25,156
Current assets
7,564(2)
8,298(3)
7,7344)

Equity and liabilities

Total equity/Equity
14,545
14,602
14,044
Non-current liabilities
8,894
10,445
10,273
Current liabilities
8,257(5)
8,863(6)
8,571(7)

Total assets/equity and liabilities
31,786
33,938
32,916

(1)
Taken from the Issuer's audited consolidated financial statements as of and for the year ended
31 December 2014, in which figures for 2013 were restated due to the implementation of
IFRS 11 "Joint Arrangements".
(2)
Not including assets held for sale amounting to 643 million.
(3)
Not including assets held for sale amounting to 93 million.
(4)
Not including assets held for sale amounting to 26 million.
(5)
Not including liabilities associated with assets held for sale amounting to 151 million.
(6)
Not including liabilities associated with assets held for sale amounting to 29 million.
(7)
Not including liabilities associated with assets held for sale amounting to 28 million.

(Sources: Issuer's audited consolidated financial statements as of and for the year ended 31
December 2014, Issuer's unaudited interim condensed consolidated financial statements as of and
for the nine months ended 30 September 2015)

Sales(1)

Year ended
31 December

2013(2)
2014

(in million)
audited

Exploration and Production(3) ...............................................................
5 .,378
5,773
Gas and Power(4)................................................................
12,236
6,799
Refining and Marketing including petrochemicals(5) ........................
2 ..
9 .,..
3 ..
8 .4
27,830
Corporate and Other................................................................
400
420
Segments total .....................................................................................
4 ..
7 .,..
3 ..
9 ..
9. .
40,822
less intra-group sales
4,985
4,909
(consolidation)................................................................................................
Group ................................................................................................42,414
35,913

(1)
Including intra-group sales.
(2)
Taken from the Issuer's audited consolidated financial statements as of and for the year ended
31 December 2014, in which figures for 2013 were restated due to the implementation of
IFRS 11 "Joint Arrangements".
(3)
Renamed into Upstream since 1 January 2015.
(4)
Renamed into Downstream Gas since 1 January 2015.
(5)
Renamed into Downstream Oil since 1 January 2015.

2

Nine months ended
30 September

2014(1)
2015

(in million)
unaudited

Upstream(2) ............................................................................................
4 .,..
4 .07
2,979
Downstream(3) ................................................................
27,195
16,818
-
thereof Downstream Oil................................
21,739
13,525
-
thereof Downstream Gas ................................
5,530
3,367
-
thereof
intrasegmental
elimination
(75)
(74)
Downstream ................................................................
Corporate and Other................................................................
314
300
Group(4) ...............................................................................................
3 .1,915
20,098

(1)
Figures as presented in the Issuer's unaudited interim condensed consolidated financial
statements as of and for the nine months ended 30 September 2015.
(2)
Business segment formerly named Exploration and Production.
(3)
Business segment formerly split into segments Gas and Power and Refining and Marketing
including petrochemicals.
(4)
Without elimination of intersegmental sales.

(Sources: Issuer's audited consolidated financial statements as of and for the year ended
31 December 2014, Issuer's unaudited interim condensed consolidated financial statements as of
and for the nine months ended 30 September 2015)

EBIT

Year ended
Nine months ended
31 December
30 September

2013(1)
2014
2014
2015

(in million)
(in million)
audited, unless otherwise
unaudited
indicated

Exploration and Production(2) ...........................
1 .,..
9 ..
90(3)
1,466(3)
1,246
(845)
(3)
(3)
Downstream(4)(8)
659
(452)
333
514
thereof Gas and Power(5) ................................
1
(162)
96
(239)
thereof Refining and Marketing
658
(290)
238
753
including petrochemicals(6) ................................
Corporate and Other................................
(53)
(63)
(44)
(9)
Consolidation: Elimination of
7
104
(57)
46
intersegmental profits ................................
Group(7) ................................................................
2,602
1,054
1,478
(294)

(1)
Taken from the Issuer's audited consolidated financial statements as of and for the year ended
31 December 2014, in which figures for 2013 were restated due to the implementation of
IFRS 11 "Joint Arrangements".
(2)
Renamed into Upstream since 1 January 2015.
(3)
Excluding/Before intersegmental profit elimination.
(4)
New segment Downstream starting with 1 January 2015 consisting of the former segments
Gas and Power and Refining and Marketing including petrochemicals as disclosed in the
audited consolidated financial statements as of and for the year ended 31 December 2014.
(5)
Renamed into Downstream Gas since 1 January 2015.
(6)
Renamed into Downstream Oil since 1 January 2015.
(7)
OMV Group EBIT.
(8)
Unaudited.

(Sources: Issuer's audited consolidated financial statements as of and for the year ended
31 December 2014, Issuer's unaudited interim condensed consolidated financial statements as of
and for the nine months ended 30 September 2015)

Trend information
A material adverse change in the prospects of OMV ("OMV" refers to OMV
Aktiengesellschaft and its subsidiaries) since 31 December 2014 has occurred: On
19 October 2015, OMV announced that it has decided to review and amend its oil
price assumptions for both the short and longer term. These revised assumptions led
to impairments of EUR 974 million recognized in the third quarter of 2015 in the
Upstream business, covering both assets under production and development, as well
as exploration assets.

No material adverse
Not applicable. There has been no significant change in the financial or trading
change / significant
position of OMV since 30 September 2015.
change in the
financial or trading
3

position
B.13
Recent developments, Not applicable. There are no recent developments particular to the Issuer which are
which are to a
to a material extent relevant to the Issuer's solvency.
material extent
relevant to the
evaluation of the
Issuer's solvency
B.14
Statement of
See B.5. Not applicable. The Issuer is not dependent upon other entities within the
dependency upon
Group.
other entities within
the group
B.15
Principal activities
OMV is an integrated, international oil and gas company with three core business
segments as of 31 December 2014: (i) Exploration and Production (of oil and gas);
(ii) Gas and Power; and (iii) Refining and Marketing, including petrochemicals.
Since 1 January 2015, Gas and Power (Downstream Gas) and Refining and
Marketing (Downstream Oil) are combined in the new business segment
Downstream. The Exploration and Production segment was renamed "Upstream"
starting 1 January 2015.

Exploration and Production. The Exploration and Production business segment
(renamed business segment "Upstream" starting 1 January 2015) explores, develops
and produces crude oil, natural gas liquids and natural gas and focuses on two core
countries Romania and Austria and its international portfolio (Northwest Europe,
Africa and Australasia, Middle East and Caspian region). Produced crude oil,
natural gas liquids and natural gas is primarily sold within the Group.

Gas and Power. In the Gas and Power business segment (part of the new combined
business segment "Downstream" since 1 January 2015), OMV operates across the
entire gas value chain. OMV engages in gas transit through and transport within
Austria, as well as in the gas storage, supply, marketing and trading. OMV is an
operator of long-distance gas transmission pipelines in Austria. Since 2008, the Gas
and Power business segment includes the Group's activities in the electricity
business. The power business provides an additional marketing platform for gas to
OMV with the operation of the gas-fired power plants.

Refining and Marketing including petrochemicals. The Refining and Marketing
including petrochemicals business segment (part of the new combined business
segment Downstream since 1 January 2015) comprises two refineries and
petrochemical complexes in Schwechat (Austria) and Burghausen (Germany) and
one refinery in Petrobrazi (Romania). In OMV's refineries, oil and gas is processed
into petroleum products, which are sold to commercial and private customers.
Furthermore, the Refining and Marketing including petrochemicals business
segment includes OMV's network of filling stations which, as of 31 December 2014
covered 11 countries (Central and Eastern/South-Eastern Europe ("CE/SEE") and
Turkey). As of 31 December 2014, OMV's network included 4,135 filling stations
(including filling stations of Petrol Ofisi).
B.16
Controlling interest
The Issuer has two major shareholders, Österreichische Bundes- und
Industriebeteiligungen GmbH ("ÖBIB"; being the legal successor
of
Österreichische Industrieholding Aktiengesellschaft), which represents the Austrian
government, and International Petroleum Investment Company ("IPIC"). ÖBIB
holds 31.50 per cent. and IPIC holds 24.90 per cent. of the capital stock of OMV
AG. ÖBIB and IPIC act in concert and control the Issuer on the basis of a
consortium agreement which contains established arrangements for coordinated
action and restrictions on the transfer of shareholdings.
B.17
Credit ratings of the
OMV is rated A3(1) (outlook stable) by Moody's Investors Service Ltd.
Issuer or its debt
("Moody's")(2),(4) and A(1) (outlook stable) by Fitch Ratings Ltd ("Fitch")(3),(4).

1 A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity being able to redeem
invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
2 Moody's is established in the European Community and is registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the
4

securities

The expected rating of the Notes is "Baa3" from Moody's and "BBB" from Fitch.
Element
Section C.
Notes
C.1
Type and class of the
The Issuer issues two series of unsecured and subordinated notes. These series are
Notes/ security
the "NC6 Notes" and the "NC10 Notes" (the "Series", and each a "Series"). The
identification number notes of each Series are defined as the "Notes".
The security identification numbers of the NC6 Notes are:
ISIN: XS1294342792;
Common Code: 129434279; and
German Securities Code (WKN): A1Z6ZQ.
The security identification numbers of the NC10 Notes are:
ISIN: XS1294343337;
Common Code: 129434333; and
German Securities Code (WKN): A1Z6ZR.
C.2
Currency
The Notes are issued in Euro ("EUR").
C.5
Restrictions of any
Not applicable. There are no restrictions on the free transferability of the Notes in
free transferability
the European Economic Area.
C.8
Rights attached to the Rights attached to the Notes:
Notes, ranking of the
The Notes entitle the holders thereof (the "Holders"), in particular, to the interest
Notes, limitations of
payments described in Element C.9.
the rights attached to
Ranking of the Notes:
the Notes
The obligations of the Issuer under the Notes constitute unsecured obligations of the
Issuer which in an insolvency or liquidation of the Issuer rank (i) pari passu among
themselves and with any Parity Obligation, (ii) subordinated to all present and
future unsubordinated and subordinated obligations of the Issuer (other than Parity
Obligations and Junior Obligations), and (iii) senior only to all present and future
Junior Obligations.
"Parity Obligation" means any present or future obligation of the Issuer arising
under (i) any present or future security, registered security or other instrument and
such obligation ranks or is expressed to rank pari passu with the Issuer's obligations
under the Notes, and (ii) any guarantee or other assumption of liability by the Issuer
which it has assumed in relation to any present or future security, registered security
or other instrument issued by a Subsidiary of the Issuer if the Issuer's obligations
under such guarantee or other assumptions of liability rank or are expressed to rank
pari passu with its obligations under the Notes. For the avoidance of doubt, this
shall also include the Issuer's EUR 750,000,000 Perpetual Subordinated Fixed to
Floating Rate Notes issued in 2011 (ISIN XS0629626663).
"Subsidiary" means any entity whose financial statements at any time are required
by law or in accordance with generally accepted accounting principles to be fully
consolidated with those of the Issuer (Vollkonsolidierung).
"Junior Obligations" means each claim against the Issuer arising under (i) the
ordinary shares of the Issuer, (ii) any present or future share of any other class of
shares of the Issuer, (iii) any other present or future security, registered security or
other instrument issued by the Issuer under which the Issuer's obligations rank or
are expressed to rank pari passu with the ordinary shares of the Issuer and (iv) any
guarantee or other assumption of liability by the Issuer which it has assumed in
relation to any present or future security, registered security or other instrument
issued by a Subsidiary of the Issuer if the Issuer's obligations under such guarantee
or other assumption of liability rank or are expressed to rank pari passu with the
instruments described under (i), (ii) and (iii) above.
Limitation of the rights attached to the Notes:
The Notes have no final maturity date and shall not be redeemed, except in

Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No. 513/2011 of the European Parliament and of the Council
of 11 March 2011, as amended from time to time (the "CRA Regulation").
3 Fitch is established in the European Community and is registered under the CRA Regulation.
4 The European Securities and Markets Authority publishes on its website (www.esma.europa.eu) a list of credit rating agencies registered in
accordance with the CRA Regulation. That list is updated within five working days following the adoption of a decision under Article 16, 17 or 20
CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following
such update.
5

accordance with the provisions below. Except for the possibility of the Issuer to
defer interest payments and the prohibition of set-off, there are no further
limitations to the rights attached to the Notes.
Prohibition of set-off:
No Holder may set-off any claims arising under the Notes against any claims that
the Issuer may have against it. The Issuer may not set-off any claims it may have
against any Holder against any of its obligations under the Notes.
Redemption at the option of the Issuer:
The Issuer may elect but will not be obliged to redeem the NC6 Notes in whole but
not in part with effect as of (i) any business day during the 90 calendar days period
up to and including 9 December 2021 (the "NC6 First Call Date"), (ii) on
9 December 2026 and (iii) on any Interest Payment Date thereafter.
The Issuer may elect but will not be obliged to redeem the NC10 Notes in whole but
not in part with effect as of (i) any business day during the 90 calender days period
up to and including on 9 December 2025 (the "NC10 First Call Date" and, together
with the NC6 First Call Date, each a "First Call Date") and (ii) on any Interest
Payment Date thereafter.
In the case such call notice is given, the Issuer shall redeem each Note at its
principal amount plus any interest accrued on the Note to but excluding the date of
redemption but yet unpaid and any deferred interest payments payable on the
specified redemption date.
Redemption at the option of the Issuer following certain events:
The Issuer may elect but will not be obliged to redeem each Series in whole but not
in part at any time upon the occurrence of the following redemption events: (i) a
gross-up event, (ii) accounting event; (iii) a tax event, (iv) a rating event; (v) a
change of control event or (vi) if, as a result of the Issuer or any Subsidiary having
purchased or redeemed Notes only 25 per cent. or less of the aggregate principal
amount of such Series of Notes initially issued are outstanding, all as defined and
further specified in the terms and conditions of the Notes.
A "Gross-up Event" will occur if an opinion of a recognised tax adviser, acting
upon instructions of the Issuer, has been delivered to the principal paying agent,
stating that the Issuer has or will become obliged to pay additional amounts as a
result of any change in, or amendment to, the laws or regulations of the Republic of
Austria or any political subdivision or any authority thereof or therein affecting
taxation or the obligation to pay duties of any kind, or any change in, or amendment
to, an official interpretation or application of such laws or regulations, which
amendment or change is effective after the issue date, and that obligation cannot be
avoided by the Issuer taking such reasonable measures it (acting in good faith)
deems appropriate. No such notice of early redemption may be given earlier than 90
days prior to the earliest date on which the Issuer would be for the first time obliged
to pay the additional amounts. In the case such call notice is given, the Issuer shall
redeem each Note of the relevant Series at the principal amount plus any interest
accrued on the Note of the relevant Series to but excluding the date of redemption
but yet unpaid and any deferred interest payments payable on the specified
redemption date.
An "Accounting Event" shall occur if a recognised accountancy firm of
international standing, acting upon instructions of the Issuer, has delivered an
opinion to the principal paying agent, stating that as a result of a change in
accounting principles, or interpretation thereof, after the issue date the funds raised
through the issuance of the Notes must not or must no longer be recorded as
"equity" pursuant to the International Financial Reporting Standards ("IFRS") or
any other accounting standards that may replace IFRS for the purposes of the annual
consolidated financial statements of the Issuer.
A "Tax Event" will occur if an opinion of a recognised tax adviser, acting upon
instructions of the Issuer, has been delivered to the principal paying agent, stating
that as a result of any amendment to, or change in, the laws or regulations of the
Republic of Austria or any political subdivision or any taxing authority thereof or
therein affecting taxation or the obligation to pay duties of any kind, or any change
in, or amendment to, an official interpretation or application of such laws or
regulations, which amendment or change is effective after the issue date, interest
6