Obbligazione OMV Group 1% ( XS1734689620 ) in EUR

Emittente OMV Group
Prezzo di mercato 100 EUR  ▲ 
Paese  Austria
Codice isin  XS1734689620 ( in EUR )
Tasso d'interesse 1% per anno ( pagato 1 volta l'anno)
Scadenza 14/12/2026 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione OMV XS1734689620 in EUR 1%, scaduta


Importo minimo 1 000 EUR
Importo totale 1 000 000 000 EUR
Descrizione dettagliata OMV è una compagnia petrolifera e gasifera austriaca integrata verticalmente, attiva nell'esplorazione, produzione, raffinazione e commercializzazione di petrolio e gas naturale.

The Obbligazione issued by OMV Group ( Austria ) , in EUR, with the ISIN code XS1734689620, pays a coupon of 1% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 14/12/2026








Prospectus dated 14 June 2017

This document constitutes the base prospectus for purposes of article 5.4 of the Prospectus Directive (as defined in "Subscription and
Sale") of OMV Aktiengesellschaft ("OMV AG" or the "Issuer") in respect of non-equity securities within the meaning of Art. 22 Nr. 6
(4) of the Commission Regulation (EC) no. 809/2004 of 29 April 2004, as amended from time to time, ("Non-Equity Securities")
(the "Prospectus", which term shall include any supplements thereto published from time to time).





OMV AKTIENGESELLSCHAFT
(incorporated as a joint stock corporation (Aktiengesellschaft)
under the laws of the Republic of Austria)
Euro 6,000,000,000
Euro Medium Term Note Programme
for the issue of the Notes
(the "Programme")

In relation to notes issued under this Programme (the "Notes"), application has been made to the Commission de Surveillance du
Secteur Financier (the "CSSF") of the Grand-Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority
(the "Competent Authority") under the Luxembourg Act on Securities Prospectuses (loi relative aux prospectus pour valeurs
mobilières) (the "Luxembourg Act") for approval of this Prospectus. The minimum denomination of the Notes will be
Euro 1,000 or, if any currency other than Euro, in an amount in such other currency equal to or exceeding the equivalent of Euro 1,000
at the time of the issue of the Notes.

In order to be able to conduct a public offer and/or a listing on the Vienna Stock Exchange in relation to certain issues of Notes, the
Issuer applied for a notification pursuant to Article 19 of the Luxembourg Act for an offer of such Notes in the Federal Republic of
Germany ("Germany") and in the Republic of Austria ("Austria") and/or a listing of the Programme and/or such Notes on the Vienna
Stock Exchange. The Issuer may from time to time arrange for a notification into other jurisdictions under Article 19 of the
Luxembourg Act.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other jurisdiction of the United States, and are subject to U.S. tax law requirements.
Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or
benefit of, U.S. Persons (as defined in Regulation S under the Securities Act).

Arranger
Barclays

Dealers

Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Deutsche Bank
Erste Group
J.P. Morgan
Landesbank Baden-Württemberg
Société Générale
Corporate & Investment Banking
Raiffeisen Bank International AG
UniCredit Bank Austria AG

This Prospectus and any supplement thereto will be published in electronic form on the website of the Luxembourg Stock Exchange
under "www.bourse.lu" and will be available free of charge at the specified office of the Issuer. This Prospectus succeeds the
Prospectus dated 16 June 2016, as supplemented, in respect of the Programme.




TABLE OF CONTENTS

SUMMARY OF THE PROSPECTUS ............................................................................................................ 3
RISK FACTORS ........................................................................................................................................... 34
I.
Risk Factors regarding OMV AG and the Group ............................................................................... 34
II.
Risk Factors regarding the Notes ....................................................................................................... 58
RESPONSIBILITY STATEMENT OF OMV AG ....................................................................................... 64
IMPORTANT NOTICE ................................................................................................................................ 65
GENERAL DESCRIPTION OF THE PROGRAMME AND THE NOTES ................................................ 68
TERMS AND CONDITIONS OF THE NOTES AND RELATED INFORMATION ................................. 78
I. General Information applicable to the Notes .............................................................................................. 79
II. Terms and Conditions of the Notes ........................................................................................................... 81
III. Form of Final Terms .............................................................................................................................. 186
TAXATION ................................................................................................................................................ 211
SUBSCRIPTION AND SALE .................................................................................................................... 221
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ....................................................... 225
ADDRESS LIST ......................................................................................................................................... 276





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".

[The Summary contains options, characterised by square brackets (other than the respective translations of
specific legal terms), and placeholders regarding the Notes to be issued under the Programme. The
summary of the individual issue of Notes will include the options relevant to this issue of Notes as
determined by the applicable Final Terms and will contain the information, which had been left blank, as
completed by the applicable Final Terms. Terms defined in other parts of the Prospectus will have the same
meaning when used in this "Summary of the Prospectus" unless defined otherwise.]*

* to be deleted for the summary of an individual issue of Notes

A.
Introduction and Warnings

A.1.
Warnings
This Summary should be read as an introduction to this

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 this
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of such court, have to bear
the costs of translating the Prospectus before the legal
proceedings are initiated.

Civil liability attaches only to those persons who have 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 such Notes.

A.2.
Consent by the Issuer to the use
Each of [] [and/or each of [] as financial intermediary]
of the Prospectus
subsequently reselling or finally placing the Notes in [] is

entitled to use the Prospectus for the subsequent resale or
Indication of the offer period
final placement of the Notes during the offer period for the
within which subsequent resale
subsequent resale or final placement of the Notes from [] to
or final placement of Notes may
[], provided however, that the Prospectus is still valid in
take place
accordance with Article 11 of the Luxembourg act relating to

prospectuses for securities (Loi relative aux prospectus pour
Any other conditions attached
valeurs mobilières) which implements Directive 2003/71/EC
to the consent
of the European Parliament and of the Council of 4
November 2003 (as amended by Directive 2010/73/EU of the
European Parliament and of the Council of 24 November
2010) and provided that the consent was not withdrawn.

The Prospectus may only be delivered to potential investors

3


together with all supplements published before such delivery.
Any supplement to the Prospectus is available for viewing in
electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).

When using the Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it
complies with all applicable laws and regulations in force in
the respective jurisdictions.

In the event of an offer being made by a Dealer and/or a
further financial intermediary, the Dealer and/or the
further financial intermediary shall provide information
to investors on the terms and conditions of the Notes at
the time of that offer.

B.
Issuer

B.1
Legal and commercial name
The Issuer's legal and commercial name is OMV
Aktiengesellschaft and OMV.

B.2
Domicile / Legal form /
OMV AG is a joint stock corporation (Aktiengesellschaft) under
Legislation / Country of
the laws of and incorporated in the Republic of Austria with its
incorporation
domicile in Vienna, Austria.

B.4b
Known trends affecting the
Development in the global economy generally affects OMV's
Issuer and the industries in
sales and earnings and cyclicality may adversely affect
which it operates
operating margins. OMV ("OMV" and "Group" refer to OMV
Aktiengesellschaft and its subsidiaries) is operating in a
challenging industry environment characterised by high oil price
volatility, high investment needs to contribute to a low carbon
economy, as well as the need to diversify and secure energy
supply. Starting from September 2014, prices of crude oil have
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. After a 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. Also in the first
three months of 2017, oil prices remained volatile with a
significant decrease and a subsequent re-increase of Brent crude
oil prices in March 2017. 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 group and
The Issuer is the ultimate parent of OMV as a group.
the Issuer's position within the
In addition to wholly owned subsidiaries (including OMV
group
Exploration & Production GmbH, OMV Refining & Marketing
GmbH, OMV Gas & Power GmbH and OMV Solutions
GmbH), as of the date of this Prospectus the Issuer directly or

4


indirectly owns interests of 51.01 per cent. in the Romanian oil
and gas company OMV PETROM SA ("Petrom"), 100.00 per
cent. in OMV Gas Marketing & Trading GmbH (formerly:
EconGas GmbH) ("OGMT") following the takeover of the
remaining stake of 35.75 per cent. by OMV from the former
shareholders EVN AG, WIEN ENERGIE GmbH and Energie
Burgenland AG in May 2016, and a 51.00 per cent. share in
GAS CONNECT AUSTRIA GmbH ("GCA") following a sale
of a minority share of 49 per cent. to a consortium of Allianz
Capital Partners and SNAM S.p.A by the end of 2016. In
relation to the shareholding of OMV in OMV Petrol Ofisi A..
("Petrol Ofisi"), OMV announced on 3 March 2017 that it has
reached an agreement for the sale of its Turkish fuel supply and
distribution company Petrol Ofisi to VIP Turkey Enerji A.S., a
subsidiary of Vitol Group. The transaction was subject to
conditions, including the relevant regulatory approvals, and was
closed on 13 June 2017.
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), a
40 per cent. interest in the Turkish gas wholesaler Enerco Enerji
Sanayi Ve Ticaret A.S. and a 55.6 per cent. stake in Erdöl-
Lagergesellschaft m.b.H, which is holding the major part of the
emergency stock of crude and petroleum products in Austria.

B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate are made.

B.10
Nature of any qualifications in
Not applicable. The audit reports do not include any
the audit report on historical
qualifications.
financial information

B.12
Selected historical key financial

As of
As of 31 March
information
31 December

2016
2015
2017

(in million)
(in million)

audited
unaudited
Assets



Non-current assets .......
21,042
24,054
20,573
Current assets ..............
7,666
8,516
8,177
Assets held for sale .....
3,405
94
2,403




Equity and liabilities



Total Equity/Equity .....
13,925
14,298
14,441
Non-current liabilities .
10,354
10,314
10,242
Current liabilities ........
6,727
8,021
5,577
Liabilities associated



with assets held for



sale ..............................
1,107
32
893




Total assets/equity



and liabilities .............
32,112
32,664
31,153

(Sources: Issuer's audited consolidated financial statements as of and for the
financial year ended 31 December 2016 (including the comparative amounts as
of and for the financial year ended 31 December 2015), Issuer's unaudited
interim condensed consolidated financial statements as of and for the three
months ended 31 March 2017)


Trend information
There has been no material adverse change in the prospects of
OMV since 31 December 2016. No developments are currently

5


foreseen that are reasonably likely to have a material effect on
OMV's prospects.


Significant change in the Not applicable. There has been no significant change in the
financial and trading position
financial or trading position of OMV since 31 March 2017.


B.13
Recent developments
Not applicable. There are no recent developments particular to
the Issuer which are to a material extent relevant to the Issuer's
solvency.

B.14.
Statement of dependency upon
See B.5. Not applicable. The Issuer is not dependent upon other
other entities within the group
entities within the Group.

B.15
Principal activities
OMV is producing and marketing oil & gas, innovative energy
and high-end petrochemical solutions. It is active in (i) the
Upstream business segment, which includes exploration,
development and production activities, and (ii) the Downstream
business segment split into the two parts Downstream Gas,
which includes the marketing of gas and power, and
Downstream Oil covering the Group's refining and marketing as
well as petrochemicals activities. In addition to these business
segments, OMV's management, financing activities and certain
service functions are concentrated in the OMV Corporate
segment.

Upstream segment. The Upstream business segment explores,
develops and produces crude oil, natural gas liquids and natural
gas and focuses on four core regions (i) CEE (Romania and
Austria), (ii) the North Sea, (iii) the Middle East and Africa and
(iv) Russia, covering a total of 15 countries worldwide.

Downstream segment

· Downstream Gas. In Downstream Gas, one of two
parts of the business segment Downstream, 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, Downstream Gas also includes the Group's
activities in the electricity business. The power
business is providing an additional marketing platform
for gas to OMV.

· Downstream Oil. Downstream Oil, the second part of
the business segment Downstream, comprises the three
refineries and petrochemical complexes in Schwechat
(Austria), Burghausen (Germany) and in Petrobrazi
(Romania). In these refineries, oil and gas is processed
into petroleum products, which are sold to commercial
and private customers. Furthermore, Downstream Oil
includes OMV's network of filling stations which as of
31 December 2016 covered 3,777 filling stations in 11
countries.


6


B.16
Major shareholders
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. IPIC is the Abu Dhabi state
enterprise which is responsible for all foreign investments in the
oil and chemicals sector. Abu Dhabi holds all shares in IPIC via
its wholly-owned holding company Mubadala Investment
Company PJSC. 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 Issuer or
OMV is rated Baa1(1) (outlook stable) by Moody's Investors
its debt securities
Service Ltd. ("Moody's")(2),(3) and A­(1) (outlook stable) by
Fitch Ratings Ltd ("Fitch")(3),(4),(5).

C.
Securities

C.1
Type / class / security
The Notes are debt instruments pursuant to § 793 German
identification number:
Civil Code (Bürgerliches Gesetzbuch) and may be issued as
Notes with a fixed rate coupon, floating rate coupon or as
zero coupon Notes.

ISIN: []
[Common Code: []]
[German Security Code (WKN): []]
[Other Security Code: []]

C.2
Currency:
The Notes are issued in [Euro ("EUR")] []

C.5
Restrictions of any free Not applicable. The Notes are freely transferable.
transferability of the Securities:

C.8
Rights attached to the Securities
(including the ranking and
limitations to those rights):

Rights attached to the
Securities:

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 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 (the "CRA Regulation").
3 Rating as of 12 June 2017 / Moody's and as of 8 May 2017 / Fitch.
4 Fitch is established in the European Community and is registered under the CRA Regulation.
5 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.

7



Negative Pledge
So long as any Note remains outstanding, the Issuer shall not,

and the Issuer shall procure that its Material Subsidiaries shall
not create, or have outstanding, any mortgage, charge, lien,
pledge or other security interest, upon the whole or any part of
its present or future assets to secure any Relevant
Indebtedness, or any guarantee or indemnity in respect of any
Relevant Indebtedness without at the same time, or prior
thereto, securing such Notes equally and rateably therewith.


[Early Redemption at The Notes can be redeemed at the option of the Holders upon
the option of the Holders giving notice within the specified notice period to the Issuer
at specified redemption on a date or dates specified prior to such stated maturity and
amount(s)
at the specified redemption amount(s) together with accrued

interest to, but excluding, the relevant redemption date.]


[Early Redemption due
In the event of a Change of Control, Noteholders have the
to a Change of control
right of an early redemption of the Notes.]


Early redemption of the
The Notes can be redeemed prior to their stated maturity at
Notes upon occurrence
the option of the Holders, upon the occurrence of an event of
of an Event of Default
default. Events of default include, inter alia, (i) non-payment
of capital or interest, (ii) non-performance of any other
obligation under the Notes, (iii) failure to fulfill present or
future indebtedness in respect of borrowed money (as further
described in the Terms and Conditions of the Notes), (iv)
distress, attachment or execution is levied, (v) a security
becomes enforceable, (vi) bankruptcy or insolvency
proceedings are commenced.


Ranking:


Status of the Notes
The Notes will constitute unsecured and unsubordinated

obligations of the Issuer and will rank pari passu among
themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer, except for any
obligation preferred by law.


Limitation of such rights:


Early redemption of the
The Notes can be redeemed prior to their stated maturity at
Notes for taxation
the option of the Issuer for taxation reasons. Early
reasons
Redemption of the Notes for reasons of taxation will be
permitted, if as a result of any change in, or amendment to
the laws or regulations (including any amendment to, or
change in, an official interpretation or application of such
laws or regulations), of the Republic of Austria, or any
political subdivision or taxing authority thereto or therein
affecting taxation or the obligation to pay duties of any kind,
the Issuer will become obligated to pay additional amounts
on the Notes.


[Early Redemption at The Notes can be redeemed at the option of the Issuer upon
the option of the Issuer giving notice within the specified notice period to the
at specified redemption Holders on a date or dates specified prior to such stated
amount(s)
maturity and at the specified redemption amount(s) together

with accrued interest to, but excluding, the relevant
redemption date.]

8


C.9
Interest:
See. C.8


Interest Rate:



[Fixed Rate Notes
The Notes bear a fixed interest income throughout the entire

term of the Notes. ("Fixed Rate Notes").



Interest: The interest rate is [] % per annum.]

[Floating Rate Notes
The Notes will bear interest at a rate determined [(and as
adjusted for the applicable [margin][factor])] on the basis of
the reference rate [(EURIBOR®)][([]-LIBOR®)] appearing
on the agreed screen page of a commercial quotation service
[(the "Floating Rate Notes")]. [The Notes provide for a
[minimum] [and] [maximum] rate of interest.] [Prior to the
start of the floating rate interest period, the Notes bear a fixed
interest income ("Fixed to Floating Rate Notes").]]



[[Fixed to Floating Rate Notes:] Interest: []% per annum for
the first [] interest period[s], and [insert EURIBOR]
[insert []-LIBOR] [[plus][minus] the margin of []%]
[multiplied with a factor of []] for each interest period [,
subject to [a minimum rate of interest of []% per annum]
[and] [a maximum rate of interest of []% per annum.] for
the first [] interest period[s].]



[[Floating Rate Notes:] Interest: [insert EURIBOR] [insert
[]-LIBOR] [[plus][minus] the margin of []%] [multiplied
with a factor of []] for each interest period [, subject to [a
minimum rate of interest of []% per annum] [and] [a
maximum rate of interest of []% per annum.]


[Zero Coupon Notes
The Notes will be issued without the element of periodic
interest payments. The Notes will be issued [on a discounted
basis (i.e. under par value)][at their nominal amount] and
interest accrued on the Notes will be included in the payment
of the redemption amount at maturity.]



[Interest: Not applicable. The Notes do not provide for
periodic interest payments.]


Interest commencement
[The issue date of the Notes.]
date:

[insert interest commencement date]



[Not applicable. The Notes do not provide for periodic
interest payments.]


Interest payment dates:
[].

[Not applicable. The Notes do not provide for periodic
interest payments.]


Underlying on which interest
[Not applicable. Interest on the Notes is not based on an
rate is based:
underlying.]


9




[insert Reference Rate(s)]

Maturity date including
[]
repayment procedures:

Payment of principal in respect of Notes shall be made to the
relevant clearing system or to its order for credit to the
accounts of the relevant account holders of the relevant
clearing system.


Indication of yield:
[[]%.]

[Not applicable. The yield of the Notes cannot be calculated
as of the issue date.]


Amortisation yield:
[[]%.]

[Not applicable. No amortisation yield is calculated.]


Name of representative of the
Not applicable. No Holders' Representative has been
Holders:
designated in the Terms and Conditions of the Notes.

C.10
Description of the influence of See C.9.
the derivative component on the
interest payments under the Not applicable. The Notes do not have a derivative
Securities (in case of Securities component.
with a derivative component):

C.11
Admission to trading on a [Application has been made for Notes to be admitted to
regulated market or equivalent trading [on the Regulated Market of the Luxembourg Stock
market:
Exchange (Bourse de Luxembourg)] [and] [on the Second
Regulated Market of the Vienna Stock Exchange (Geregelter
Freiverkehr) []].

[Not applicable. No application has been made for the Notes
to be admitted to trading on a regulated or equivalent
market.]


D.
Risk Factors

D.2
Key information on the key
Risks related to the financial and economic crisis, the Euro
risks that are specific to the
zone sovereign debt crisis, Brexit and the volatile economic
Issuer or its industry
environment

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.
· A decline in refining and retail margins would negatively
affect OMV's results of operations.
· 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.

10


Document Outline