Bond OMV Group 2.875% ( XS1713462403 ) in EUR

OMV Group

100 % ▲

Austria

XS1713462403 ( in EUR )

2.875% per year ( payment 1 time a year)

19/06/2049

Prospectus brochure of the bond OMV XS1713462403 en EUR 2.875%, maturity 19/06/2049

100 000 EUR

500 000 000 EUR

19/06/2026 ( In 129 days )

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.

OMV issued a ?500,000,000 bond (ISIN: XS1713462403) maturing on June 19, 2049, with a 2.875% coupon rate, a minimum trading size of ?100,000, and currently trading at 100% of face value in EUR.

Prospectus dated 15 June 2018

OMV AKTIENGESELLSCHAFT
(incorporated as a joint stock corporation (Aktiengesellschaft)
under the laws of the Republic of Austria)
2.875% Euro 500,000,000 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 19 June 2018 (the "Issue
Date") EUR 500,000,000 in aggregate principal amount of subordinated notes subject to interest rate reset at 5-year intervals commencing at the first
reset date on 19 June 2024 (the "Notes") at an issue price of 100.00% of their principal amount (the "Issue Price"). The Notes are issued in
denominations of EUR 100,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes shall bear interest on their principal amount (i) from and including the Issue Date to but excluding 19 June 2024 (the "First Reset Date") at a
fixed rate of 2.875% per annum; (ii) from and including the First Reset Date to but excluding 19 June 2028 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 19 June 2028 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 19 June each year commencing on 19 June 2019 (each an "Interest Payment Date").
Payment of interest in relation to 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) 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 for the Notes, the "Terms and Conditions").
Such Deferred Interest Payments will not bear interest themselves. The Notes have no scheduled redemption. The Issuer may call the Notes for
redemption (in whole but not in part) with effect 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 the 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 of the
Notes.
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).
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 juillet 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 Official Market (Amtlicher Handel) of the Vienna Stock Exchange. Each of the Luxembourg Stock Exchange's Regulated Market and
the Vienna Stock Exchange's Official 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 (the "Regulated Market").

Structuring Agents to the Issuer and Joint Bookrunners

BNP PARIBAS
J.P. MORGAN

Joint Bookrunners

ERSTE GROUP
ING
MUFG

SOCIÉTÉ GÉNÉRALE CORPORATE &

INVESTMENT BANKING

EMEA 118058449

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 bookrunners 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.

EMEA 118058449

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 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 the 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 Directive 2014/65/EU (as amended, "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 Directive / Prohibition of sales to EEA 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 ("EEA"). 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 Directive 2014/65/EU (as amended, "MiFID II")
or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation 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 has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
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, J.P. MORGAN SECURITIES 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.

EMEA 118058449

TABLE OF CONTENTS

RISK FACTORS ................................................................................................................................................................ 1
Risk Factors regarding OMV AG and the Group ............................................................................................................. 1
Risk Factors regarding the Notes .................................................................................................................................... 23
TERMS AND CONDITIONS OF THE NOTES ............................................................................................................ 31
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ........................................................................ 60
TAXATION ..................................................................................................................................................................... 103
Austria........................................................................................................................................................................... 103
Luxembourg .................................................................................................................................................................. 106
The proposed financial transaction tax ......................................................................................................................... 106
Foreign Account Tax Compliance Act ......................................................................................................................... 106
SUBSCRIPTION, OFFER, AND SALE OF THE NOTES ......................................................................................... 107
SELLING RESTRICTIONS.......................................................................................................................................... 108
GENERAL INFORMATION ........................................................................................................................................ 109
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................... 111

EMEA 118058449

RISK FACTORS
This section "Risk Factors" comprises the following parts:
I.
Risk Factors regarding OMV AG and the Group;
II.
Risk Factors regarding the Notes.
Should one or several of the following 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.
Each prospective purchaser of Notes must determine, based on its own independent review and such professional advice
as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its financial
needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines and restrictions
applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent
in investing in or holding the Notes.
A prospective purchaser may not rely on the Issuer, the Dealer(s) or any of their respective affiliates in connection with
its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above.
Words and expressions defined in "Terms and Conditions" of the Notes below shall have the same meanings in this
section.
Risk Factors regarding OMV AG and the Group
The following is a disclosure of risk factors that may affect OMV AG's ability to fulfil its obligations under the Notes.
Prospective investors should consider these risk factors before deciding to purchase Notes issued under the Programme.
Prospective investors should consider all information provided in this Prospectus, the documents incorporated by
reference and any supplement thereto 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 modify one another.
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.
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 exhaustive.
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.
Risks related to the financial and economic crisis, the Euro zone sovereign debt crisis, Brexit and the volatile
economic environment.
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 vote of the British people to leave the EU ("Brexit") as well as a volatile economic
environment illustrated the potential impact of certain risks on OMV that can have material adverse effects on OMV's
business, results of operations and financial condition. It is uncertain how long effects of macroeconomic developments
and uncertainties, as experienced in recent years, will last, or whether financial and economic trends may worsen in the
future, in particular in certain geographic regions. It is currently not foreseeable whether Brexit will have an impact on
attempts to potentially hold similar referendums in other EU member states and their outcomes or on the macroeconomic
situation in particular in the EU and European Economic Area ("EEA"). OMV may ultimately face major challenges in a
period of new or longer than expected adverse economic conditions. Oil and gas prices and margins could fall and remain
lower than in previous times due to reduced 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 could also affect prices and margins, in
particular if major oil-producing nations continue not to 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 leading to the risk of increased taxation. Brexit may have an adverse effect on the macroeconomic and political
situation in other EU and EEA member states and on their public finances. Adverse economic conditions may also lead

1

EMEA 118058449

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.
Strategic risks
A decline in the prices of and/or the demand for crude oil, natural gas, petroleum products, electricity and gas
transportation capacities would have an adverse effect on OMV's results of operations. Changes of planning
assumptions may lead to significant impairments of OMV's assets and provisions for onerous contracts.
The demand for and prices of crude oil, natural gas, petroleum products and electrical power depend on a variety of
factors over which OMV has no control, including:
global and regional economic and political developments in resource-producing regions, in particular in the
Middle East, including also sanctions against oil exports from certain countries;
international supply and demand;
the levels of reserves of crude oil stored in inventories worldwide or in certain geographic regions;
the level of consumer and industry demand;
weather conditions and other environmental impact;
movements of summer and winter spreads;
the price, availability and attractiveness of alternative products;
actions taken by governments;
governmentally regulated supply tariffs for gas and electrical power;
governmentally regulated tariffs for regulated transport infrastructure;
the impact of certain economic and political events (including foreign currency exchange); and
the ability and willingness of international cartels (such as OPEC) and oil-producing nations to influence
production levels and prices as well as the decisions taken by such cartels or oil-producing nations.
Historically, international crude oil and natural gas prices have fluctuated widely. A material decline in the price of crude
oil or natural gas would have a material adverse effect on OMV's results of operations and reserves estimates. Starting
from September 2014, prices of crude oil significantly decreased. In 2015, markets faced sharp declines in oil prices from
USD 56/barrel ("bbl") as of 31 December 2014 to USD 37/bbl as of 31 December 2015, resulting from a significant
oversupply and slowed down demand. Traditionally such oversupply was mitigated by production curtails in major
producing countries, in particular the leading OPEC member states. In February 2016, Qatar, Saudi Arabia, Russia and
Venezuela have pledged to cap future production at January 2016 levels. In November 2016, OPEC member states
agreed on the first production cut since 2008. Russia, a non-member state of the OPEC, also agreed to cap future
production. After the low of USD 26/bbl in January 2016, oil prices increased in 2016 and, especially following the
agreement of OPEC members in November 2016 to cut production by 1.2 mn bbl in the first half of 2017, supported also
by Russia and other producers, increased to USD 50/bbl in December 2016. Following a brief lull in spring 2017 that
brought a decline to a year's minimum of USD 44.3/bbl, the oil price rose by around 50% to USD 66.5/bbl at the end of
the year 2017. The relatively consistent adherence to production restrictions extended until March 2018, and the robust
economic and geopolitical situation supported this price increase. Also in the first three months of 2018, the oil price
further increased to approx. USD 67/bbl as of 31 March 2018. It is currently not foreseeable whether recent oil price
increases will continue and to which extent and in which way international cartels or leading oil-producing nations will
amend crude oil production levels according to actual demand by the markets. Also it remains open to which extent such
actions may in fact influence prices. Furthermore, lower crude oil and natural gas prices may also reduce the amount of
oil and natural gas that OMV can produce economically especially in different regions of its global portfolio or
reduce the economic viability of projects planned or in development and may have a material adverse effect on OMV's
business, results of operations and financial condition.
Furthermore, rapid material and/or sustained changes in oil, gas and petroleum product and electricity prices can impact
the validity of the assumptions on which strategic decisions are based and, as a result, the ensuing actions derived from

2

EMEA 118058449

those decisions may no longer be appropriate. For example, a prolonged period of low oil, gas or petroleum product or
electricity prices may affect OMV's ability to maintain its strategies, which are typically based on certain assumptions
concerning price developments. Price declines or longer than expected periods of lower prices could prevent OMV from
maintaining earnings and cash flows at a level sufficient to meet its targets, pursue its strategy and to fund OMV's
planned capital expenditure. OMV's strategy focuses on exercising a stringent capital spending regime and targets a
positive free cash flow after dividends. To achieve this goal, OMV aims at generating enough cash to finance all of its
expenditure, inter alia for shifting its portfolio to low-cost regions. Any new price declines or longer than expected
periods of lower prices may potentially lead to amendments or changes to OMV's strategy.
In addition, OMV may also be required to review and amend its planning assumptions in case of new price declines or
longer than expected periods of lower prices. Long-term planning assumptions are critical to the valuation of assets.
Amendments of planning assumptions have significant impacts on OMV's financials. By way of example, in October
2015 OMV published its decision to review and adjust its oil price assumptions for both the short and longer term. These
revised assumptions led to impairments of EUR 974 million recognised in the third quarter of 2015 in the Upstream
business, covering both assets under production and development, as well as exploration assets. Further reductions in the
price of oil and gas, together with increased market volatility have caused OMV to review and adjust its price
assumptions for both the short and longer term in January 2016, which mainly led to additional write-offs in the fourth
quarter of the financial year 2015 of EUR 1.475 billion. The gas price assumptions (CEGH gas price) in Euro per
megawatt hour of energy ("EUR/MWh") were revised to reflect the depressed European market conditions at that time
as well.
Currently applied oil price assumptions of OMV are:
2018: Brent oil price (USD/bbl) of 68, EUR/USD exchange rate of 1.15;
mid-term: Brent oil price (USD/bbl) of 70, EUR/USD exchange rate of 1.20; and
long-term: Brent oil price (USD/bbl) of 70 to 80, EUR/USD exchange rate of 1.15 to 1.20.
Currently applied gas price assumptions of OMV (CEGH gas price) are:
2018: CEGH gas price (EUR/MWh) of 18;
mid-term: CEGH gas price (EUR/MWh) of 20; and
long-term: CEGH gas price (EUR/MWh) of 20 to 22.
Changes of oil or gas prices or of other relevant prices and according changes of planning assumptions by OMV may
lead to significant additional impairments of OMV's assets and provisions for onerous contracts. If any of these risks
materialise, this may have a material adverse effect on OMV's business, results of operations and financial condition.
A decline in refining and retail margins would negatively affect OMV's results of operations.
The operating results of OMV's refining business depend largely on the spread, or margin, between prices OMV can
obtain in the market for its refined petroleum products and prices it pays for crude oil, other feedstock or retail products.
The cost to acquire inputs or products and the prices at which OMV can ultimately sell these products depend on a
variety of factors beyond OMV's control. Refining margins declined from record highs in 2015. By way of example, as a
result of the Petrobrazi modernization program and market effects, the OMV indicator refining margin increased by 69%
from US Dollar ("USD") 1.94/bbl in 2013 to USD 3.28/bbl in 2014 and, mainly due to lower costs for own crude
consumption, better product spreads and the adaption of the Petrobrazi modernization program, such refining margin
further increased from USD 3.28/bbl in 2014 to USD 7.24/bbl in 2015. In the financial year 2016, in turn the OMV
indicator refining margin again decreased from USD 7.24/bbl to USD 4.75/bbl, mainly due to lower naphtha and middle
distillates spreads, whereas the refining margin for 2017 recognised a significant re-increase to USD 6.05/bbl, which was
largely attributable to stronger middle distillates, naphtha and fuel oil margins. In the first quarter of 2018, OMV's
refining margin decreased from USD 5.68/bbl in the fourth quarter of 2017 (and from USD 5.42/bbl in the first quarter of
2017) to USD 4.79/bbl. For the full year 2018, the refining margins are projected to be lower than in 2017. OMV's
refining margins have fluctuated, and will continue to fluctuate, due to numerous factors, including:
changes in operating capacity of refineries in the markets OMV serves and the rest of the world;
changes in the differentials between different quality crude oil prices on international markets;
changes in the supply of refined products, including imports;
variations in demand for crude oil and refined products in the markets OMV serves as well as global markets;
changes in the levels of reserves of crude oil stored in inventories worldwide or in certain geographic regions;
and

3

EMEA 118058449

changes in environmental or other regulations, which could require OMV to make substantial expenditures
without necessarily increasing the capacity or operating efficiency of OMV's refineries.
Although an increase or decrease in the price of crude oil generally results in a corresponding increase or decrease in the
price of the majority of refined products, changes in the prices of refined products generally lag behind upward and
downward changes in crude oil prices. As a result, a rapid and significant increase in the market price for crude oil has an
adverse impact on refining margins. Accordingly, the oil price increased as a result of the political unrest in a number of
countries in the Middle East in recent years and has impacted OMV's refining margins in Libya until 2014. Inter alia the
re-increases of oil prices in 2016 have adversely affected OMV's refining margins, whereas oil price increases in 2017
nevertheless had no adverse impact on the 2017 refining margin, which increased compared to 2016. Similar risks may
materialise in case of political or social unrests in other countries which are leading producers of crude oil. Furthermore,
the movements in the price of crude oil and refining margins may not correlate at any given time.
Retail margins are also influenced by different factors such as the overall economic environment, negative impacts on
demand, changes in overall price levels and trends (in particular if OMV in an increasing price environment is not able to
pass the increase to the market quickly or at all, especially in case of a higher sensitivity of customers to price
developments), changes in product flows and availability, changes in market demand, behaviour of other market players,
taxation as well as other regulatory aspects. All these factors may lead to declining retail margins.
Any such decline in refining or retail margins may have a material adverse effect on OMV's business, results of
operations and financial condition.
OMV is exposed to the cyclicality of the petrochemical industry; future developments of petrochemical product prices
are unpredictable and may have a material adverse effect on OMV's business.
OMV produces and markets petrochemical products, such as ethylene and propylene. In addition, OMV owns a 36%
interest (as of 31 March 2018) in Borealis, a leading provider of solutions in the fields of polyolefins, base chemicals and
fertilizers. Prices of petrochemical products have been cyclical as a result of shifts in European and worldwide
production capacity and demand patterns. The petrochemical industry historically has experienced alternating periods of
tight supply, causing prices and margins to increase, followed by periods of substantial additions to capacity, resulting in
excess supply and declining prices and margins. For instance, for the first half of 2015, Borealis expected to be impacted
by negative inventory effects due to rapidly falling monomer prices and a lower profitability in 2015 compared to 2014.
In turn, in the financial year 2015, Borealis benefited from a strong market environment during 2015 and delivered a net
income contribution of EUR 356 million. In the financial year 2016, Borealis benefited from a strong market
environment especially in the polyolefins business and delivered a net income contribution to OMV of EUR 399 million,
mainly due to higher polyolefins margins as well as a solid contribution from the base chemicals business. In 2017,
Borealis group's net income contribution to OMV amounted to EUR 394 million. There can be no assurance that future
demand for benzene and propylene and their by-products will be sufficient to utilise fully OMV's current and anticipated
capacity or to outweigh lower margins for other petrochemical products. Excess capacity, to the extent it occurs, may
depress prices and margins. Additions to industry capacity may adversely affect market conditions.
Future developments of petrochemical product prices are unpredictable, may be subject to volatile developments and
may have a material adverse effect on OMV's business, results of operations and financial condition.
OMV must acquire or develop additional oil and gas reserves to sustain its current reserve and production levels.
OMV's future production is dependent on its success in finding and developing or acquiring additional proven oil and
natural gas reserves. A material part of OMV's current reserves consists of mature oil and gas fields in Romania and
Austria. In 2017, OMV's three-year average Reserve Replacement Rate ("RRR") was 116% after 70% in 2016, 73% in
2015, 87% in 2014 and 93% in 2013. For the year 2017, the single-year rate was 191% after a single-year RRR of 101%
in 2016, mainly supported by the acquisition of 24.99% in theYuzhno Russkoye natural gas field in Russia, of 44% in
2015, of 64% in 2014 and of 113% in 2013. OMV targets a positive free cash flow after dividends, meaning that enough
cash shall be generated to finance all of OMV's expenditure. Accordingly, any such further exploration efforts are limited
by OMV's prudent financial strategy. Further, the intended asset swap with Gazprom PJSC ("Gazprom") is an important
factor in OMV's strategy to target a RRR of 100% per year: Gazprom will receive a 38.5% stake in OMV Norge, and in
exchange OMV will receive a 24.98% share in Achimov IV/V in Russia. The swap transaction, which is expected to be
closed in 2018, would add approximately 560 mn barrel of oil equivalent ("boe") to OMV's reserves, making a
significant contribution to the development of OMV's RRR. Moreover, the acquisition of a 24.99% share in the Russian
Yuzhno Russkoye field from Uniper SE, which was closed in November 2017, is expected to add approx. 580 mn boe
into OMV's reserves and contributed substantially to the RRR increase in 2017. There is a risk that OMV's exploration
and development activities or efforts to purchase proven reserves, including the intended asset swap, may fail, or its
discoveries or purchases may turn out to be insufficient to replenish its current reserves. The challenges to extension of
OMV's reserves are growing due to increasing competition for access to opportunities globally. Additional exploration
and production from oil reserves can also be limited by international cartels such as OPEC. If OMV is unsuccessful, it

4

EMEA 118058449

will not meet its production targets and its total proven reserves will decline, which will have a material adverse effect on
OMV's business, results of operations and financial condition. In connection with exploration projects, OMV faces
numerous challenges. These include uncertain geology, frontier conditions, availability of new technology and
engineering capacity, availability of employees, project delays and cost overruns, as well as technical, fiscal, regulatory,
political and other conditions. Such obstacles may impair these projects and, in turn, OMV's business, results of
operations and financial condition.

OMV's envisaged asset swap with Gazprom and the acquisition of 24.99% of the economic rights in the production of
the Yuzhno Russkoye field may not be as successful as intended.

OMV and Russia's Gazprom intend to swap upstream assets. In exchange for a share of 38.5% in OMV Norge (which is
active in the North Sea region in Norway), OMV is intended to receive a minority stake of 24.98% in the Achimov IV/V
developments in the Urengoy gas and condensate field in Western Siberia held by Gazprom and the German company
Wintershall. In December 2016, OMV signed a binding basic agreement with Gazprom regarding the envisaged asset
swap, which is expected to be closed in 2018. This is part of OMV's strategy to target acquisitions in regions with
attractive cost positions like the Middle East and Russia to reduce its portfolio cost. In connection with the intended asset
swap, OMV faces several risks associated with investments and joint ventures. OMV aims at receiving a minority stake
of under 25% in the Achimov IV/V developments and may eventually not be in a position to influence business decisions
in relation to these developments. Even in case of in-depth due diligences and assessments, there is the risk that OMV
may fail in achieving the initially defined goals of the intended assets swap. It cannot be excluded that OMV's assets
exchanged with Gazprom may in the future turn out to have higher valuations than OMV projected at the time of the
asset swap. Further, the transaction with Gazprom may eventually not be concluded or, if concluded, there can be no
assurance that the intended transaction will turn out satisfactory and the strategic goals will be reached. Political risks in
relation to Russia and in relation to business cooperations with Russian companies could also adversely affect the success
of the intended asset swap.
Further, on 30 November 2017 OMV closed the acquisition of shares in two Russian companies (OJSC
Severneftegazprom and JSC Gazprom YRGM Development) from Uniper SE for a purchase price of EUR 1,719 million.
The transaction provided for OMV receiving 24.99% of the economic rights in the production of the Yuzhno Russkoye
field in Western Siberia. OMV's partners in this field are Gazprom and Wintershall. Also in relation to this completed
transaction similar risks exist: OMV faces several risks associated with investments and joint ventures and may not be in
a position to influence business decisions as intended. Initially defined goals may not be achieved, and economic
valuations may turn out to be inaccurate. Political risks also apply to the Yuzhno Russkoye business activities of OMV.
Materialisation of any such risks may have a material adverse effect on OMV's business, results of operations and
financial condition.
OMV's strategy in the Downstream business segment includes several risks. E.g., the success of the strategy
significantly depends on the pursuit of the restructuring strategy including divestments, the success of the Nord
Stream 2 pipeline project and on the availability of competitive gas supply on the international markets.
In line with OMV's strategic targets in the Downstream Gas business, the focus is to continue restructuring Downstream
Gas. Measures include the completed divestment of a minority stake of 49% in GAS CONNECT AUSTRIA GmbH
("GCA") closed in late 2016 as well as the closing of the divestment of 100% of OMV's wholly owned subsidiary OMV
Petrol Ofisi, a leading company in the Turkish oil products retail and wholesale market, in order to free up capital tied up
in OMV's portfolio. The transaction was signed in March 2017 and closed on 13 June 2017. OMV's involvement as a
financing partner in the Nord Stream 2 pipeline project with Gazprom, an international gas pipeline with a total capacity
of 55 billion cubic meters a year and stretching approx. 1,220 km through the Baltic Sea from the Russian coast to
Germany near Greifswald, has been developed in 2016 and 2017: OMV, ENGIE, Gazprom, Shell, Uniper and
Wintershall jointly withdrew their merger control notifications from the Polish competition authority followed by the
termination of the respective shareholders' agreement. This had no consequence on the continuation of the Nord Stream 2
project by Gazprom. In April 2017, OMV, together with ENGIE, Shell, Uniper and Wintershall, committed to fund 50%
of the total costs of EUR 9.5 billion for the Nord Stream 2 project. OMV's commitment under financing agreements with
the project company Nord Stream 2 AG, all of which shares are held by Gazprom, amounts to up to EUR 950 million or
10% of the total costs. In 2017, the first drawdowns under the financing agreements took place and resulted in cash
outflows of EUR 324 million. In addition, in the first three months of 2018, cash outflows due to further drawdowns of
EUR 81 million were accounted for. OMV has committed to provide long-term financing to the project to secure a long-
term utilisation of the Austrian gas import and export infrastructure. OMV's wider strategic reorientation in Downstream
Gas is associated with several risks, in particular if the restructuring measures fail or turn out to be less successful than
anticipated. OMV's strategic shift may turn out to be of high risk as stable lower returns shall be exchanged.
In addition, political and regulatory developments both inside and outside of Europe may have detrimental effects on the
Nord Stream 2 project and/or OMV's financing of the project. On 8 November 2017, the European Commission tabled a

5

EMEA 118058449

new legislative proposal aiming at amending the Directive 2009/73/EC which would extend the scope of EU energy law
to all pipelines bringing gas to the EU internal market from third countries. This proposal is subject to approval by the
European Parliament and the Council of the European Union. Such amendment may have a material effect on the Nord
Stream 2 project and/or OMV's financing of the project. Further, on 30 November 2017, the Danish parliament adopted a
law allowing the country's foreign ministry to consider the feasibility of laying pipelines through the territorial waters of
the country and reject the request for construction in the light of national security considerations. The new law may
negatively affect the Nord Stream 2 project and/or OMV's financing of the project as it is planned that the route of the
Nord Stream 2 pipeline will pass through the Danish waters. Nord Stream 2 may cause additional costs for the involved
parties, completion may fail, or the project may not be as successful as anticipated by OMV. Further, on 30 April 2018,
the Polish Competition Authority initiated proceedings against OMV Gas Marketing Trading & Financing B.V. alleging
that the agreements entered into with ENGIE, Gazprom, Shell, Uniper and Wintershall for the financing of the Nord
Stream 2 project constitute the formation of a joint venture without obtaining prior clearance under the Polish merger
control rules. The proceedings are only at a very early stage but, depending on their outcome, may have a material
adverse effect on OMV's business, results of operations and financial condition.
In addition to the outlined restructuring measures, OMV still depends on equity gas supply to increase OMV's sales
volumes and support the transportation, storage and electrical power business.
If it is not possible to secure new or existing equity gas supply sources on competitive terms or on a timely basis or if
projects cannot be developed as successfully as assessed at the time of conclusion, OMV's integrated strategy in the
Downstream business segment, and in particular the restructuring of Downstream Gas, may fail or may not be realised as
planned, which may have a material adverse effect on OMV's business, results of operations and financial condition.

OMV's oil and natural gas reserves data presented in this Prospectus are only estimates which may vary significantly
from the actual quantities of oil and gas reserves that may be recovered.
The reserves data set forth in this Prospectus represents only estimates and should not be construed as exact quantities.
Numerous uncertainties are inherent in estimating quantities of proven reserves, future rates of production, and the timing
of development expenditures. The reliability of proved reserve estimates depends on a number of factors, assumptions
and variables, many of which are beyond OMV's control. These include:
the quality and quantity of available geological, technical and economic data;
whether the prevailing tax rules and other government regulations, contractual conditions, oil, gas and other
prices will remain the same as on the date the estimates were made;
the production performance of OMV's reservoirs; and
extensive engineering interpretation and judgment.
Results of drilling, testing and production after the date of the estimates may require substantial downward revisions in
OMV's reserves data.
Any downward adjustment could lead to lower future production and higher depreciation charges, and thus adversely
affect OMV's results of operations, financial condition and future prospects.
OMV is dependent on natural gas supplies from Russia. Gas supplies from Russia may be interrupted. OMV's gas
supply contracts with Gazprom could be modified or may not be renewed.
OMV depends to a large extent on supplies of natural gas from Russia for its gas supply, marketing and trading business.
In 2017, approx. 9% (2016: 6%) of its total natural gas supplies were sourced from Russia.
At the beginning of 2009, for instance, a fortnight-long halt of Russian gas imports affected large parts of Europe and
there can be no assurance that OMV will not experience interruptions in the future and that OMV would be able to
compensate any disruptions to supply or short delivery. Further, the political conflict between Russia and the European
Union in light of political developments in Ukraine/Crimea since 2014 increases the risk of further interruptions and/or
increasing costs of gas supply from Russia, which may have a material adverse effect on OMV's business, results of
operations and financial condition. In April 2017, OMV, together with ENGIE, Shell, Uniper and Wintershall, committed
to fund 50% of the total costs of EUR 9.5 billion for the Nord Stream 2 project. OMV's commitment under financing
agreements with the project company Nord Stream 2 AG amounts to up to EUR 950 million. The financial commitment
by the European companies OMV, Wintershall, Uniper, Shell and ENGIE underscores the Nord Stream 2 project's
strategic importance for the European gas market, contribution to competitiveness as well as medium and long-term
energy security.
OMV's current supply contracts with Gazprom effectively expire in 2040. The contract parties (Gazprom and OMV)
could, however, modify the terms of the agreements under certain circumstances, as such long-term supply contracts
contain clauses under which both parties have the right to demand price revisions in case of changing market conditions.
6

EMEA 118058449