Obbligazione OMV Group 0.75% ( XS1917590876 ) in EUR

OMV Group

100 EUR ▲

Austria

XS1917590876 ( in EUR )

0.75% per anno ( pagato 1 volta l'anno)

04/12/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione OMV XS1917590876 in EUR 0.75%, scaduta

1 000 EUR

500 000 000 EUR

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 XS1917590876, pays a coupon of 0.75% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 04/12/2023

Prospectus dated 24 June 2024

This document constitutes a base prospectus for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the European Parliament
and of the Council of June 14, 2017, as amended (the "Prospectus Regulation") of OMV Aktiengesellschaft ("OMV AG" or the "Issuer")
in respect of non-equity securities ("Non-Equity Securities") within the meaning of Article 2(c) of the Prospectus Regulation
(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)
EUR 14,000,000,000
Euro Medium Term Note Programme
for the issue of the Notes
(the "Programme")

In relation to notes issued under this Programme (the "Notes"), the Prospectus has been approved by the Commission de Surveillance
du Secteur Financier (the "CSSF") of the Grand-Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority under
the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the economic or
financial opportunity of the operation or the quality and solvency of the Issuer or of the quality of the Notes that are the subject of the
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. The minimum denomination of
the Notes will be EUR 1,000 or, if any currency other than euro, in an amount in such other currency equal to or exceeding the equivalent
of EUR 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 has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the Luxembourg act relating
to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise
en oeuvre du règlement (UE) 2017/1129, the "Luxembourg Law") to provide the competent authorities in the Federal Republic of
Germany ("Germany") and in the Republic of Austria ("Austria") with a certificate of approval attesting that the Prospectus has been
drawn up in accordance with the Prospectus Regulation (each a "Notification") for an offer of such Notes in Germany and Austria
and/or a listing of the Programme and/or such Notes on the Vienna Stock Exchange. The Issuer may from time to time request the CSSF
to provide competent authorities in additional host Member States within the European Economic Area with a Notification. By approving
a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency
of the Issuer pursuant to Article 6(4) of the Luxembourg Law.

The validity of the Prospectus will expire on 24 June 2025. Any obligation to supplement a prospectus in the event of significant
new factors, material mistakes or material inaccuracies does not apply when a prospectus is no longer valid.

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 (the "U.S."), and are subject to U.S. tax law
requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the U.S. 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

Citigroup
Crédit Agricole CIB

Erste Group
J.P. Morgan

Landesbank Baden-Württemberg
Mizuho

Société Générale
Raiffeisen Bank International AG
Corporate & Investment Banking

UniCredit

This Prospectus and any supplement thereto will be published in electronic form on the website of the Luxembourg Stock Exchange
under "www.luxse.com" and will be available free of charge at the specified office of the Issuer. This Prospectus succeeds the Prospectus
dated 15 June 2023 in respect of the Programme.

2

IMPORTANT NOTICE

This Prospectus should be read and understood in conjunction with any supplement thereto, if any, and with
the documents incorporated by reference. Full information on the Issuer and any tranche of Notes is only
available on the basis of the combination of the Prospectus, any supplement thereto, if any, and relevant final
terms (the "Final Terms").

The Issuer confirms that this Prospectus contains all information with regard to each of the Issuer and the
Notes which is material in the context of the Programme and the issue and offering of Notes thereunder; that
the information contained herein with respect to the Issuer and the Notes is accurate in all material respects
and is not misleading; that the opinions and intentions expressed herein are honestly held; 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 and that all
reasonable enquiries have been made to ascertain all facts material for the purposes aforesaid.

The Issuer has undertaken with the dealers (each a "Dealer" and together the "Dealers") to supplement this
Prospectus or, if appropriate in light of the information and/or the changes to be introduced, publish a new
Prospectus if and when the information herein should become materially inaccurate or incomplete, and has
further agreed with the Dealers to furnish such supplement to the Prospectus or new Prospectus, as the case
may be, mentioning every significant new factor, material mistake or inaccuracy to the information included
in 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 closing of any tranche of Notes offered to
the public or, as the case may be, when trading of any tranche of Notes on a regulated market begins, in
respect of Notes issued on the basis of this Prospectus.

No person has been authorised to give any information which is not contained in, or not consistent with, this
Prospectus or any other document entered into in relation to the Programme or any information supplied by
the Issuer or such other information as in the public domain and, if given or made, such information must not
be relied upon as having been authorised by the Issuer, the Dealers or any of them.

Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer,
is responsible for the information contained in this Prospectus or any supplement thereto, or any Final Terms
or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the
laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and
completeness of the information contained in any of these documents.

This Prospectus and any supplement thereto as well as any Final Terms reflect the status as of their respective
dates of issue. The delivery of this Prospectus, any supplement thereto, or any Final Terms and the offering,
sale or delivery of any Notes may not be taken as an implication that the information contained in such
documents is accurate and complete subsequent to their respective dates of issue or that there has been no
adverse change in the financial situation of the Issuer since that date or that any other information supplied
in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or,
if different, the date indicated in the document containing the same.

The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law.

Persons into whose possession this Prospectus or any Final Terms comes are required to inform themselves
about and observe any such restrictions. For a description of restrictions applicable in the United States of
America, Japan, the European Economic Area, the United Kingdom, Singapore and Switzerland see
"Subscription and Sale". 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.

3

IMPORTANT EEA RETAIL INVESTORS

Prohibition of Sales to EEA Retail Investors
If the Final Terms in respect of any Notes include a legend entitled "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 MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU, as
amended, where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. 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.
MiFID II product governance / target market
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the 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 target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product
Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID II Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the MiFID II Product Governance Rules.
IMPORTANT UK RETAIL INVESTORS

Prohibition of Sales to UK Retail Investors
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of sales to UK Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000, as amended ("FSMA"), and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014, as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR Product Governance / Target Market
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to
the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes

4

(by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the UK MIFIR Product Governance Rules.
Each potential investor in Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or incorporated
by reference into this Prospectus or any supplement hereto;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and
the impact the Notes will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where the currency for principal or interest payments is different from the
potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of financial
markets;
(v)
be aware that it may be required to pay taxes or other documentary charges or duties in accordance
with the laws and practices of the country where the Notes are transferred or other jurisdictions;
(vi)
ask for its own tax adviser's advice on its individual taxation with respect to the acquisition, sale and
redemption of the Notes; and
(vii)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Notice to Canadian Investors
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide
a purchaser with remedies for rescission or damages if this Prospectus (including any supplement hereto
and/or any Final Terms) contains a misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of
the purchaser's province or territory for particulars of these rights or consult with a legal advisor. In relation
to offers of Notes in the province of Alberta, British Columbia or Ontario only, the Dealers are not required
to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.
Benchmarks register
Amounts payable under the Notes may be calculated by reference to EURIBOR®, which is provided by
European Money Markets Institute ("EMMI"). As at the date of this Prospectus, EMMI appears on the
register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 of the Benchmarks Regulation. The registration status

5

of any administrator under the Benchmarks Regulation is a matter of public record and save where required
by applicable law the Issuer does not intend to include in the Final Terms in respect of any Notes any
information on the registration status of any administrator.
This Prospectus has been drafted in the English language and, subject to the following paragraph, the English
language shall be the prevailing language of this Prospectus.
Where parts of this Prospectus are drafted in a bilingual format reflecting both an English language version
and a German language version, for purposes of reading and construing the contents of this Prospectus, the
English language version shall prevail, provided, however, that certain parts of this Prospectus (in particular
the terms and conditions of the Notes) reflect documents which have been, or will be, executed as separate
documents with the German language version being the prevailing version thereof.
This Prospectus may only be used for the purpose for which it has been published. This Prospectus
and any Final Terms may not be used for the purpose of an offer or solicitation by and to 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 an offer or solicitation.
This Prospectus, any supplements thereto and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any of the Notes.
Stabilisation
In connection with the issue of any Tranche of Notes under the Programme, the Dealer(s) who is/are named
in the relevant Final Terms as the stabilisation manager(s) (or persons acting on its/their behalf) (each a
"Stabilisation 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 relevant Tranche of Notes is made and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment
of the Notes.
(or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws
and rules.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in different tables may vary slightly and may not be an arithmetic
aggregation for the figures that preceded them.
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform services for, the Issuer and their affiliates in
the ordinary course of business. In addition, in the ordinary course of their business activities, the Dealers
and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities
(or related derivative securities) and financial instruments (including bank loans) for their own account and
for the accounts of their customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or Issuer's affiliates. Certain of the Dealers or their affiliates that have a lending
relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary
risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering
into transactions which consist of either the purchase of credit default swaps or the creation of short positions
in securities, including potentially the Notes issued under the Programme. Any such short positions could
adversely affect future trading prices of Notes issued under the Programme. The Dealers and their affiliates
may also make investment recommendations and/or publish or express independent research views in respect
of such securities or financial instruments and may hold, or recommend to clients that they acquire, long
and/or short positions in such securities and instruments.
Alternative Performance Measures
Certain financial measures presented in this Prospectus and in the documents incorporated by reference are
not recognised financial measures under International Financial Reporting Standards as adopted by the
European Union ("IFRS") ("Alternative Performance Measures") and may therefore not be considered as
an alternative to the financial measures defined in the accounting standards in accordance with generally
accepted accounting principles. The Alternative Performance Measures are intended to supplement investors'

6

understanding of the Issuer's financial information by providing measures which investors, financial analysts
and management use to help evaluate the Issuer's financial leverage and operating performance. Special items
which the Issuer does not believe to be indicative of ongoing business performance are excluded from these
calculations so that investors can better evaluate and analyse historical and future business trends on a
consistent basis. Definitions of these Alternative Performance Measures may not be comparable to similar
definitions used by other companies and are not a substitute for similar measures according to IFRS.

ESG Ratings

OMV's exposure to Environmental, Social and Governance ("ESG") risks and the related management
arrangements established to mitigate those risks has been assessed by several agencies, among others, through
Environmental, Social and Governance ratings ("ESG Ratings"). For more information on OMV's ESG
ratings reference is made to "General Information on the Issuer and the Group ESG ratings".

ESG Ratings may vary amongst ESG Ratings agencies as the methodologies used to determine ESG Ratings
may differ.

OMV's ESG Ratings are not necessarily indicative of its current or future operating or financial performance,
or any future ability to service the Notes and are only current as of the dates on which they were initially
issued. Prospective investors must determine for themselves the relevance of any such ESG Ratings
information contained in this Prospectus or elsewhere in making an investment decision. None of the Issuer
or the Dealers make any representation as to the suitability or reliability of such ESG Rating, as well as the
accuracy and/or completeness of the underlying methodology applied by the relevant rating organization in
assigning such ESG Rating. Furthermore, ESG Ratings shall not be deemed to be a recommendation by the
Issuer, the Dealers or any other person to buy, sell or hold the Notes. Currently, the providers of such ESG
Ratings are not subject to any regulatory or other similar oversight in respect of their determination and award
of ESG Ratings. For more information regarding the assessment methodologies used to determine ESG
Ratings, please refer to the relevant ratings agency's website (which website does not form a part of, nor is
incorporated by reference in, this Prospectus).

OMV's Sustainability Financing Framework and Second Party Opinion

Prior to any issuance of Sustainability-linked Notes, the Issuer will ensure both, the sustainability-linked
financing framework of OMV (the "Sustainability Financing Framework") and the second party opinion
relating thereto (the "Second Party Opinion") will be publicly available on OMV's website
https://www.omv.com/en/investor-relations/sustainable-investment to support the future issuance of any
Sustainability-linked Notes as well as to support OMV's corporate ESG strategy.

The second party opinion provider will assess the relevance, robustness, reliability and ambition level of the
selected KPIs (as defined in the relevant Terms and Conditions) and SPTs (as defined in the relevant Terms
and Conditions) and will confirm the alignment of the Sustainability Financing Framework with relevant
market standards and its robustness and credibility in the meaning of such market standards.

No assurance or representation is given by the Issuer, the Dealers, any green or ESG structuring agent or any
second party opinion provider or the Independent Verifier (as defined in the relevant Terms and Conditions)
as to the suitability or reliability for any purpose whatsoever of any opinion, report or certification of any
third party in connection with the offering of Sustainability-linked Notes or the Sustainability Performance
Target (as defined in the relevant Terms and Conditions) to fulfil any social, sustainability, sustainability-
linked and/or other criteria. Any such opinion, report or certification is not, nor shall it be deemed to be,
incorporated in and/or form part of this Prospectus.

The second party opinion providers and providers of similar opinions and certifications are currently not
subject to any specific regulatory or other regime or oversight. The Second Party Opinion and any such other
opinion or certification is not, nor should be deemed to be, a recommendation by the Issuer, the Dealers, any
green or ESG structuring agent or any second party opinion provider, the Independent Verifier (as defined in
the relevant Terms and Conditions) or any other person to buy, sell or hold any Sustainability-linked Notes.

7

Noteholders of any such Sustainability-linked Notes have no recourse against the Issuer, the Dealers, any
green or ESG structuring agent or any second party opinion provider, the Independent Verifier, the provider
of any opinion, certification or verification for the contents of any such opinion, certification or verification,
which is only current as at the date it was initially issued. Prospective investors must determine for themselves
the relevance of any such opinion, certification or verification and/or the information contained therein and/or
the provider of such opinion or certification for the purpose of any investment in the Sustainability-linked
Notes.

8

TABLE OF CONTENTS

IMPORTANT NOTICE .................................................................................................................................. 3
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................ 10
RISK FACTORS ........................................................................................................................................... 12
I.
Risk Factors regarding OMV AG and the Group ............................................................................... 12
II.
Risk Factors regarding the Notes ....................................................................................................... 49
RESPONSIBILITY STATEMENT OF OMV AG ....................................................................................... 54
GENERAL INFORMATION ........................................................................................................................ 55
DESCRIPTION OF THE NOTES................................................................................................................. 62
TERMS AND CONDITIONS OF THE NOTES AND RELATED INFORMATION ................................. 66
I.
General Information applicable to the Notes ...................................................................................... 67
II.
Terms and Conditions of the Notes .................................................................................................... 69
III.
Form of Final Terms ........................................................................................................................ 196
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ....................................................... 227
WARNING REGARDING TAXATION .................................................................................................... 300
SUBSCRIPTION AND SALE .................................................................................................................... 301
ADDRESS LIST ......................................................................................................................................... 306

9

GENERAL DESCRIPTION OF THE PROGRAMME

General

Under the Programme, the Issuer may from time to time issue Notes denominated in any currency agreed
between the Issuer and the relevant Dealer(s). The Issuer may increase the amount of the Programme in
accordance with the terms of the Dealer Agreement from time to time, subject to publication of a supplement
to this Prospectus.

Notes will be issued on a continuous basis in Tranches with no minimum issue size, each Tranche consisting
of Notes which are identical in all respects. One or more Tranches, which are expressed to be consolidated
and forming a single series and identical in all respects, but having different issue dates, interest
commencement dates, offer prices and dates for first interest payments may form a series ("Series") of Notes.
Further Notes may be issued as part of existing Series. The specific terms of each Tranche will be set forth
in the applicable Final Terms.

The Notes may be issued to one or more of the Dealers and any additional dealer appointed under the
Programme from time to time, which appointment may be for a specific issue or on an ongoing basis and
may be sold on a syndicated and non-syndicated basis pursuant to respective subscription agreements.

Consent to the use of the Prospectus

With respect to Article 1(4) of the Prospectus Regulation, the Issuer may consent, to the extent and under the
conditions, if any, indicated in the relevant Final Terms, to the use of the Prospectus for a certain period of
time or as long as the Prospectus is valid in accordance with Article 12(1) of the Prospectus Regulation and
accepts responsibility for the content of the Prospectus also with respect to subsequent resale or final
placement of Notes by any financial intermediary which was given consent to use the prospectus, if any.

Such consent may be given to one or more (individual consent) specified Dealer(s) and/or financial
intermediary/intermediaries, as stated in the Final Terms, and, next to the Grand Duchy of Luxembourg, for
the following member states, into which the Prospectus has been passported and which will be indicated in
the relevant Final Terms: the Republic of Austria, the Federal Republic of Germany.

Such consent by the Issuer is subject to each Dealer and/or financial intermediary complying with the terms
and conditions described in this Prospectus and the relevant Final Terms as well as any applicable selling
restrictions. The distribution of this Prospectus, any supplement to this Prospectus, if any, and the relevant
Final Terms as well as the offering, sale and delivery of Notes in certain jurisdictions may be restricted by
law.

Each Dealer and/or each financial intermediary, if any, and/or each person into whose possession this
Prospectus, any supplement to this Prospectus, if any, and the relevant Final Terms come are required to
inform themselves about and observe any such restrictions. The Issuer reserves the right to withdraw its
consent to the use of this Prospectus in relation to certain Dealers and/or each financial intermediary.

The Prospectus may only be delivered to potential investors 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.luxse.com).

Potential investors should be aware that any website referred to in this document does not form part of this
Prospectus and has not been scrutinised or approved by the CSSF.

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 case of an offer being made by a Dealer and/or financial intermediary, this Dealer and/or
financial intermediary will provide information to investors on the terms and conditions of the Notes
and the offer thereof, at the time such offer is made.
10

Document Outline

#1">OMV AKTIENGESELLSCHAFT
#1">(incorporated as a joint stock corporation (Aktiengesellschaft) under the laws of the Republic of Austria)
#3">IMPORTANT NOTICE
#4">UK MiFIR Product Governance / Target Market
#10">GENERAL DESCRIPTION OF THE PROGRAMME
#12">RISK FACTORS
- #12">I. Risk Factors regarding OMV AG and the Group
#49">II. Risk Factors regarding the Notes
#54">RESPONSIBILITY STATEMENT OF OMV AG
#55">GENERAL INFORMATION
- #57">Various categories of potential investors to which the Notes may be offered
#66">TERMS AND CONDITIONS OF THE NOTES AND RELATED INFORMATION
#67">I. General Information applicable to the Notes
#67">Issue Procedures
#69">II. Terms and Conditions of the Notes
#196">III. Form of Final Terms
- #201">The Terms and Conditions shall be completed and specified by the information contained in Part I of these Final Terms. [In the case of Typ A insert: The completed and specified provisions of the relevant Option [I] [II] [III] of the Terms and Conditio...
#227">GENERAL INFORMATION ON THE ISSUER AND THE GROUP
- #227">History and Development, CONTACT DETAILS
- #227">Objects of the Issuer
- #228">Selected Financial Data of OMV
- #244">Business of OMV
- #249">CHEMICALS & MATERIALS (financial years 2023 and 2022)
- #256">Overview
- #278">Total capital expenditure in the first three months of 2024 decreased to EUR 733 mn, after EUR 809 mn in the first three months of 2023, and was mainly driven by lower investments in Fuels & Feedstock.
- #278">In the first three months of 2024, capital expenditure in Chemicals & Materials slightly increased to EUR 278 mn (Q1 2023: EUR 272 mn) and included the acquisition of Integra. In the first three months of 2024, besides ordinary ongoing business invest...
- #278">In the first three months of 2024, capital expenditure in Fuels & Feedstock was EUR 103 mn (Q1 2023: EUR 186 mn). In the first three months of 2024, organic capital expenditure was predominantly related to the European refineries. Besides ordinary ong...
- #278">In the first three months of 2024, capital expenditure in Energy was essentially unchanged at EUR 343 mn compared to EUR 347 mn in Q1 2023, with organic capital expenditure being directed primarily at projects in Romania, the United Arab Emirates and ...
- #278">Material Contracts
- #280">LICENSE SYSTEMS
- #281">Trend Information
- #281">recent events
- #282">Health, safety, security and environment
- #286">Management of OMV Aktiengesellschaft
- #289">Conflict of Interests
- #291">Capital Structure
- #291">Major Shareholders
- #292">Litigation and Arbitration
- #297">Significant Changes
#297">OMV is rated A3(1) (outlook stable) by Moody's Investors Service Ltd. ("Moody's")(2)(3) and A… (outlook stable) by Fitch Ratings Ltd ("Fitch")(3) (4) (5).
#297">The ratings have the following meanings:
#297">Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aaa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranki...
#297">Fitch: A: High credit quality. "A" ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions ...
#297">The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories.
#297">Rating Outlooks indicate the direction a rating is likely to move over a one- to two-year period. They reflect financial or other trends that have not yet reached the level that would trigger a rating action, but which may do so if such trends continue.
#298">OMV's exposure to ESG risks and the related management arrangements established to mitigate those risks has been assessed by several agencies. The following table provides an overview of such ESG ratings as well as its latest publication:
#299">OMV's ESG ratings are not necessarily indicative of its current or future operating or financial performance, or any future ability to service any Notes and are only current as of the dates on which they were initially issued. Prospective investors mu...
#300">WARNING REGARDING TAXATION
#301">SUBSCRIPTION AND SALE
- #302">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #302">(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or
  - #302">(ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
  - #302">(iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"); and
- #302">(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.