Obligation OMV Group 0% ( XS2022093434 ) en EUR

OMV Group

100 % ▲

Autriche

XS2022093434 ( en EUR )

03/07/2025 - Obligation échue

Prospectus brochure de l'obligation OMV XS2022093434 en EUR 0%, échue

OMV est une société énergétique intégrée autrichienne, active dans l'exploration et la production de pétrole et de gaz, la raffinage et la commercialisation de produits pétroliers et la chimie.

L'Obligation émise par OMV Group ( Autriche ) , en EUR, avec le code ISIN XS2022093434, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/07/2025

EXECUTION VERSION

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS, ELIGIBLE
COUNTERPARTIES AND RETAIL INVESTORS 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,
professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "MiFID
II"); and (ii) all channels for distribution of the Notes are appropriate including investment advice,
portfolio management, non-advised sales and pure execution services. 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.
MiFID II PRODUKTÜBERWACHUNGSPFLICHTEN / ZIELMARKT PROFESSIONELLE
INVESTOREN UND GEEIGNETE GEGENPARTEIEN UND ZIELMARKT KLEINANLEGER - Die
Zielmarktbestimmung im Hinblick auf die Schuldverschreibungen hat ausschließlich für den Zweck
des Produktgenehmigungsverfahrens jedes Konzepteurs zu dem Ergebnis geführt, dass (i) der
Zielmarkt für die Schuldverschreibungen geeignete Gegenparteien, professionelle Kunden und
Kleinanleger, jeweils im Sinne der Richtlinie 2014/65/EU (in der jeweils gültigen Fassung, "MiFID
II"), umfasst; und (ii) alle Kanäle für den Vertrieb der Schuldverschreibungen angemessen sind
einschließlich Anlageberatung, Portfolio-Management, Verkäufe ohne Beratung und reine
Ausführungsdienstleistungen. Jede Person, die in der Folge die Schuldverschreibungen anbietet,
verkauft oder empfiehlt (ein "Vertriebsunternehmen") soll die Beurteilung des Zielmarkts der
Konzepteue berücksichtigen; ein Vertriebsunternehmen, welches MiFID II unterliegt, ist indes dafür
verantwortlich, seine eigene Zielmarktbestimmung im Hinblick auf die Schuldverschreibungen
durchzuführen (entweder durch die Übernahme oder durch die Präzisierung der Zielmarktbestimmung
der Konzepteure) und angemessene Vertriebskanäle zu bestimmen.

These Final Terms dated 1 July 2019 (the "Final Terms") have been prepared for the purpose of Article 5
(4) of Directive 2003/71/EC. Full information on the Issuer and the offer of the Notes is only available on
the basis of the combination of the Final Terms when read together with the prospectus dated 28 May 2019,
including any supplements thereto (the "Prospectus"). The Prospectus and the supplement dated 11 June
2019 have been published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In case of
an issue of Notes which are (i) listed on the regulated market of a stock exchange; and/or (ii) publicly
offered, the Final Terms relating to such Notes will be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of the Vienna Stock Exchange (www.wienerborse.at). A
summary of the individual issue of the Notes is annexed to these Final Terms.
Diese Endgültigen Bedingungen vom 1. Juli 2019 (die "Endgültigen Bedingungen") wurden für die
Zwecke des Artikels 5 Absatz 4 der Richtlinie 2003/71/EG abgefasst. Vollständige Informationen über die
Emittentin und das Angebot der Schuldverschreibungen sind ausschließlich auf der Grundlage dieser
Endgültigen Bedingungen im Zusammenlesen mit dem Prospekt vom 28. Mai 2019 und etwaiger Nachträge
dazu (der "Prospekt") erhältlich. Der Prospekt und der Nachtrag vom 11. Juni 2019 wurden auf der
Website der Luxemburger Börse (www.bourse.lu) veröffentlicht. Soweit Schuldverschreibungen (i) an
einem regulierten Markt einer Wertpapierbörse zugelassen; und/oder (ii) öffentlich angeboten werden,
werden die Endgültigen Bedingungen bezüglich dieser Schuldverschreibungen auf der Website der
Luxemburger Börse (www.bourse.lu) und auf der Website der Wiener Börse (www.wienerboerse.at)
veröffentlicht. Eine Zusammenfassung der einzelnen Emission der Schuldverschreibungen ist diesen
Endgültigen Bedingungen im Anhang angefügt.

Final Terms
Endgültige Bedingungen

1 July 2019
1. Juli 2019

Euro 500,000,000 0.000 per cent. Notes due 3 July 2025
issued pursuant to the

Euro 500.000.000 0,000 % Schuldverschreibungen fällig 3. Juli 2025
begeben aufgrund des

Euro 8,000,000,000
Euro Medium Term Note Programme

Euro 8.000.000.000
Euro Medium Term Note Programme

of
von

OMV Aktiengesellschaft ("OMV AG" or the "Issuer")
OMV Aktiengesellschaft ("OMV AG" oder die "Emittentin")
dated 28 May 2019
datiert 28. Mai 2019

Specified Currency: Euro ("EUR")
Festgelegte Währung: Euro ("EUR")

Nominal Value: EUR 500,000,000
Nominalwert: EUR 500.000.000

Series No.: 13
Serien-Nr.: 13

Tranche No.: 1
Tranchen-Nr.: 1

2

Tranche to become part of an existing Series:
No
Zusammenfassung der Tranche mit einer bestehenden Serie ist vorgesehen:
Nein

Offer Price: 99.152 per cent.
Ausgabepreis: 99,152 %

Issue Date: 3 July 2019
Valutierungstag: 3. Juli 2019

Net proceeds: EUR 495,010,000 (less an amount to account for expenses)
Nettoerlös: EUR 495.010.000 (abzüglich eines Betrages für Kosten)

Terms not otherwise defined herein shall have the meanings specified in the Terms and Conditions, as set
out in the Prospectus (the "Terms and Conditions"). All references in these Final Terms to numbered
sections are to sections of the Terms and Conditions.
Begriffe, die in den im Prospekt enthaltenen Emissionsbedingungen (die "Emissionsbedingungen")
definiert sind, haben, falls die Endgültigen Bedingungen nicht etwas anderes bestimmen, die gleiche
Bedeutung, wenn sie in diesen Endgültigen Bedingungen verwendet werden. Bezugnahmen in diesen
Endgültigen Bedingungen auf Paragraphen beziehen sich auf die Paragraphen der Emissionsbedingungen.

The Terms and Conditions shall be completed and specified by the information contained in Part I of these
Final Terms. The completed and specified provisions of the relevant Option I of the Terms and Conditions
represent the conditions applicable to the relevant Series of Notes (the "Conditions").
Die Emissionsbedingungen werden durch die Angaben in Teil I dieser Endgültigen Bedingungen
vervollständigt und spezifiziert. Die vervollständigten und spezifizierten Bestimmungen der jeweiligen
Option I der Emissionsbedingungen stellen für die betreffende Serie von Schuldverschreibungen die
Bedingungen der Schuldverschreibungen dar (die "Bedingungen").

3

PART I.
TEIL I.

Conditions that complete and specify the Terms and Conditions.
Bedingungen, die die Emissionsbedingungen komplettieren bzw. spezifizieren.

The applicable and legally binding Conditions are as set out below in the German language version together
with a non-binding English language translation thereof.

Die geltenden und rechtlich bindenden Bedingungen sind wie nachfolgend in der deutschen Sprache
aufgeführt zusammen mit einer unverbindlichen Übersetzung in die englische Sprache.

§ 1
CURRENCY, DENOMINATION, FORM, TITLE
CERTAIN DEFINITIONS

(1) Currency, Denomination. This tranche 1 of Notes (the "Notes") which itself or, together with one or more
other tranches, shall comprise a "Series" of OMV Aktiengesellschaft is being issued in Euro ("EUR") (the
"Specified Currency") in the aggregate principal amount (subject to § 1(6)) of EUR 500,000,000 (in words:
Euro five hundred million) in a denomination of EUR 1,000 (the "Specified Denomination").

(2) Form. The Notes are being issued in bearer form.

(3) Temporary Global Note - Exchange

(a) The Notes are initially represented by a temporary global note (the "Temporary Global Note") without
coupons. The Temporary Global Note will be exchangeable for Notes in Specified Denominations
represented by a permanent global note (the "Permanent Global Note") without coupons. The
Temporary Global Note and the Permanent Global Note (each a "Global Note") shall each be signed
manually or in facsimile by two authorised signatories of the Issuer and shall each be authenticated by or
on behalf of the Fiscal Agent (as determined in § 6). Definitive Notes and interest coupons will not be
issued.

(b) The Temporary Global Note shall be exchanged for the Permanent Global Note on a date not earlier than
40 days after the date of issue of the Temporary Global Note. Such exchange shall only be made upon
delivery of certifications to the effect that the beneficial owner or owners of the Notes represented by the
Temporary Global Note is not a U.S. person (other than certain financial institutions or certain persons
holding Notes through such financial institutions). Payment of interest on Notes represented by a
Temporary Global Note will be made only after delivery of such certifications. A separate certification
shall be required in respect of each such payment of interest. Any such certification received on or after
the 40th day after the date of issue of the Temporary Global Note will be treated as a request to exchange
such Temporary Global Note pursuant to subparagraph (b) of this § 1 (3). Any securities delivered in
exchange for the Temporary Global Note shall be delivered only outside of the United States (as defined
in § 4 (3)).

(4) Clearing System. Each Global Note will be kept in custody by or on behalf of a Clearing System until all
obligations of the Issuer under the Notes have been satisfied. "Clearing System" means each of the following:
Clearstream Banking S.A., Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear") CBL and
Euroclear each an "ICSD" and together the "ICSDs" or any successor in respect of the functions performed
by each of the Clearing Systems.

The Notes are issued in new global note ("NGN") form and are kept in custody by a common safekeeper on
behalf of both ICSDs.

(5) Noteholders. "Noteholder" means any holder of a proportionate co-ownership or other beneficial interest
or right in the Notes.
4

(6) Records of the ICSDs. The aggregate principal amount of Notes represented by the Global Note shall be
the aggregate amount from time to time entered in the records of both ICSDs. The records of the ICSDs
(which expression means the records that each ICSD holds for its customers which reflect the amount of such
customer's interest in the Notes) shal be conclusive evidence of the aggregate principal amount of Notes
represented by the Global Note and, for these purposes, a statement issued by an ICSD stating the aggregate
principal amount of Notes so represented at any time shall be conclusive evidence of the records of the
relevant ICSD at that time.

On any redemption or payment of an instalment or interest being made in respect of, or purchase and
cancellation of, any of the Notes represented by the Global Note the Issuer shall procure that details of such
redemption, payment or purchase and cancellation (as the case may be) in respect of the Global Note shall be
entered pro rata in the records of the ICSDs and, upon any such entry being made, the aggregate principal
amount of the Notes recorded in the records of the ICSDs and represented by the Global Note shall be reduced
by the aggregate principal amount of the Notes so redeemed or purchased and cancelled or by the aggregate
amount of such instalment so paid.

On an exchange of a portion only of the Notes represented by a Temporary Global Note, the issuer shall
procure that details of such exchange shall be entered pro rata in the records of the ICSDs.

(7) Title.

(a) A Noteholder will (except as otherwise required by applicable laws or regulatory requirements) be
treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any interest thereof or therein, any writing thereon, or any theft or loss thereof) and
no person shall be liable for so treating such Noteholder.

(b) The transfer of title to Notes is effected by agreement on the transfer among the relevant parties and by
delivery or otherwise in accordance with any applicable laws and regulations including the rules of any
relevant Clearing System. References herein to "Noteholders" of Notes are to the bearers of such Notes.

(8) Business Day. In these Terms and Conditions, "Business Day" means a day which is a day (other than a
Saturday or a Sunday) on which both (i) the Clearing System, and (ii) TARGET (as defined below) settle
payments.

"TARGET" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment
system 2 or any successor system thereto.

§ 2
STATUS, NEGATIVE PLEDGE

(1) Status. The obligations under the Notes constitute direct, unconditional and unsecured obligations of the
Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present
and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of
law that are both mandatory and of general application.

(2) 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.

"Material Subsidiary" means any Subsidiary (as defined below):

(a)
whose net income for the year (consolidated in the case of a Subsidiary preparing consolidated
financial statements and non-consolidated in the case of a Subsidiary preparing non-consolidated
financial statements) or whose total assets (consolidated in the case of a Subsidiary preparing
5

consolidated financial statements and non-consolidated in the case of a Subsidiary preparing non-
consolidated financial statements) represent not less than 10 per cent. of the consolidated net income
for the year, or, as the case may be, the consolidated total assets of the Issuer and its Subsidiaries
taken as a whole, all as calculated respectively by reference to the latest financial statements
(consolidated or, as the case may be, unconsolidated) of the Subsidiary and the then latest audited
consolidated financial statements of the Issuer; provided that in the case of a Subsidiary acquired
after the end of the financial period to which the then latest audited consolidated financial statements
of the Issuer relate for the purposes of applying each of the foregoing tests, the reference to the
Issuers latest audited consolidated financial statements shall be deemed to be a reference to such
financial statements as if such Subsidiary had been shown in such financial statements by reference
to its then latest relevant financial statements, adjusted as deemed appropriate by the auditors for the
time being of the Issuer after consultation with the Issuer; or

(b)
to which is transferred all or substantially all of the business, undertaking and assets of another
Subsidiary which immediately prior to such transfer is a Material Subsidiary, whereupon (i) in the
case of a transfer by a Material Subsidiary, the transferor Material Subsidiary shall immediately
cease to be a Material Subsidiary and (ii) the transferee Subsidiary shall immediately become a
Material Subsidiary, provided that on or after the date on which the relevant financial statements for
the financial period current at the date of such transfer are published, whether such transferor
Subsidiary or such transferee Subsidiary is or is not a Material Subsidiary shall be determined
pursuant to the provisions of sub-paragraph (a) above.

A report by two duly authorised persons of the Issuer that in their opinion (making such adjustments (if any)
as they shall deem appropriate) a Subsidiary is or is not or was or was not at any particular time or during any
particular period a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on
the Issuer and the Noteholders.

"Relevant Indebtedness" means any indebtedness which is in the form of, or represented or evidenced by,
bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or
capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other
securities market.

"Subsidiary" means any entity whose financial statements at any time are required by law or in accordance
with generally accepted accounting principles to be fully consolidated with those of the Issuer.

"outstanding" means, in relation to the Notes, all the Notes issued except (a) those which have been
redeemed in accordance with these Terms and Conditions, (b) those in respect of which the date for
redemption has occurred and the redemption moneys (including all interest accrued on such Notes to the date
for such redemption and any interest payable under these Terms and Conditions after such date) have been
duly paid to the Fiscal Agent and remain available for payment against presentation and surrender of Notes,
(c) those in respect of which claims have become void, (d) those which have been purchased and cancelled as
provided in these Terms and Conditions, (e) those mutilated or defaced Notes which have been surrendered in
exchange for replacement Notes, (f) (for the purpose only of determining how many Notes are outstanding
and without prejudice to their status for any other purpose) those Notes alleged to have been lost, stolen or
destroyed and in respect of which replacement Notes have been issued, and (g) the Temporary Global Note to
the extent that it shall have been exchanged for the Permanent Global Note pursuant to its provisions.

§ 3
INTEREST

(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their principal amount at the
rate of 0.000 per cent. per annum from (and including) 3 July 2019 (the "Interest Commencement Date") to
(but excluding) the Maturity Date (as defined in § 5 (1)).

Interest shall be payable in arrears on 3 July in each year (each such date, an "Interest Payment Date"),
subject to adjustment in accordance with § 4 (5). The first payment of interest shall, subject to adjustment in
accordance with § 4 (5), be made on 3 July 2020.
6

The number of interest determination dates per calendar year (each a "Determination Date") is one.

(2) Accrual of Interest. The Notes shall cease to bear interest from the day preceding their due date for
redemption. If the Issuer shall fail to redeem the Notes when due, interest shall continue to accrue on the
outstanding principal amount of the Notes beyond the due date until the day preceding the day of actual
redemption of the Notes. This does not affect any additional rights that might be available to the Noteholders.

(3) Calculation of Interest for Partial Periods. If interest is required to be calculated for a period of less than
a full year, such interest shall be calculated on the basis of the Day Count Fraction (as defined below).

(4) Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of an amount of interest
on any Note for any period of time (the "Calculation Period"):

1.
in the case of Notes where the number of days in the relevant period from (and including) the most
recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the
relevant payment date (the "Accrual Period") is equal to or shorter than the Determination Period (as
defined below) during which the Accrual Period ends, the number of days in such Accrual Period
divided by the product of (1) the number of days in such Determination Period and (2) the number of
Determination Dates (as specified in § 3 (1)) that would occur in one calendar year; or

2.
in the case of Notes where the Accrual Period is longer than the Determination Period during which the
Accrual Period ends, the sum of:

-
the number of days in such Accrual Period falling in the Determination Period in which the Accrual
Period begins divided by the product of (x) the number of days in such Determination Period and
(y) the number of Determination Dates (as specified in § 3 (1)) that would occur in one calendar
year; and

-
the number of days in such Accrual Period falling in the next Determination Period divided by the
product of (x) the number of days in such Determination Period and (y) the number of
Determination Dates (as specified in § 3 (1)) that would occur in one calendar year.

"Determination Period" means the period from (and including) an Interest Payment Date or, if none, the
Interest Commencement Date to, but excluding, the next or first Interest Payment Date.

§ 4
PAYMENTS

(1) (a) Payment of Principal. Payment of principal in respect of Notes shall be made, subject to paragraph (2)
below, to the Clearing System or to its order for credit to the accounts of the relevant accountholders of the
Clearing System upon presentation and (except in the case of partial payment) surrender of the Global Note
representing the Notes at the time of payment at the specified office of the Fiscal Agent outside the United
States.

(b) Payment of Interest. Payment of interest on Notes shall be made, subject to subparagraph (2), to the
Clearing System or to its order for credit to the relevant accountholders of the Clearing System.

Payment of interest on Notes represented by the Temporary Global Note shall be made, subject to
paragraph (2), to the Clearing System or to its order for credit to the relevant accountholders of the Clearing
System, upon due certification as provided in § 1 (3) (b).

(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payments of amounts
due in respect of the Notes shall be made in the freely negotiable and convertible currency which on the
respective due date is the currency of the country of the Specified Currency.

(3) United States. For purposes of § 1 (3) and paragraph (1) of this § 4, "United States" means the United
7

States of America (including the States thereof and the District of Columbia) and its territories (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands)
and possessions and other areas subject to its jurisdiction.

(4) Discharge. The Issuer shall be discharged by payment to, or to the order of, the Clearing System.

(5) Payment Business Day. If the date for payment of any amount in respect of any Note is not a Payment
Business Day then:

the Noteholder shall not be entitled to payment until the next day which is a Payment Business Day.

The Noteholder shall not be entitled to further interest or other payment in respect of such delay.

For these purposes, "Payment Business Day" means a day which is a day (other than a Saturday or a Sunday)
on which both (i) the Clearing System, and (ii) TARGET settle payments.

(6) References to Principal and Interest. References in these Terms and Conditions of the Notes to principal
in respect of the Notes shall be deemed to include, as applicable: the Final Redemption Amount of the Notes;
the Early Redemption Amount of the Notes; and any premium and any other amounts which may be payable
under or in respect of the Notes. References in these Terms and Conditions of the Notes to interest in respect
of the Notes shall be deemed to include, as applicable, any Additional Amounts which may be payable under
§ 7.

§ 5
REDEMPTION

(1) Redemption at Maturity. Unless previously redeemed in whole or in part or purchased and cancelled, the
Notes shall be redeemed at their Final Redemption Amount on 3 July 2025 (the "Maturity Date"). The Final
Redemption Amount in respect of each Note shall be its Specified Denomination.

(2) Early Redemption for Reasons of Taxation. If as a result of any change in, or amendment to, the 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, or any change in, or amendment to, an official
interpretation or application of such laws or regulations, which amendment or change is effective on or after
the date on which the last tranche of this Series of Notes was issued, the Issuer is required to pay Additional
Amounts pursuant to § 7 (1) on the next succeeding Interest Payment Date (as defined in § 3 (1)), the Notes
may be redeemed, in whole but not in part, at the option of the Issuer, upon not less than 30 days' prior notice
of redemption given to the Fiscal Agent and, in accordance with § 12, to the Noteholders, at their Early
Redemption Amount (as defined below) together with interest, if any, accrued to the date fixed for
redemption.

Any such notice shall be given in accordance with § 12. It shall be irrevocable, must specify the date fixed for
redemption and must set forth a statement in summary form of the facts constituting the basis for the right of
the Issuer so to redeem.

(3) Early Redemption for Reasons of a Change of Control Event.

(a) In the event that a Change of Control Event (as defined below) occurs:

(i) any Noteholder may, by submitting a redemption notice (the "Early Redemption Notice"), demand
from the Issuer redemption as of the Effective Date (as defined under subparagraph (a)(ii)(B) below)
of any or all of its Notes which are or were not otherwise declared due for early redemption, at their
Specified Denomination plus interest accrued until (but excluding) the Effective Date. Each Early
Redemption Notice must be received by the Fiscal Agent no less than 30 days prior to the Effective
Date; and

8

(ii) the Issuer will (A) immediately after becoming aware of the Change of Control Event, publish this
fact by way of a notice pursuant to § 12, and (B) determine and publish pursuant to § 12 the effective
date for the purposes of Early Redemption Notice (the "Effective Date"). The Effective Date must be
a Business Day not less than 60 and not more than 90 days after publication of the notice regarding
the Change of Control Event pursuant to subparagraph (a)(ii)(A).

(b) Any Early Redemption Notice shall be made in writing in German or English and shall be delivered by
hand or by registered mail to the Fiscal Agent at its specified office. The Early Redemption Notice must
be accompanied by evidence showing that the relevant Noteholder is the holder of the relevant Note at
the time the Early Redemption Notice is delivered. Such evidence may be provided in the form of a
certificate issued by the Custodian (as defined in § 13 (4)) or in any other suitable manner. Early
Redemption Notices shall be irrevocable.

(c) A "Change of Control Event" occurs if:

(i)
(1) the Issuer receives information from the relevant shareholder (A) on the obtaining of a
controlling holding in it pursuant to § 22b of the Austrian Takeover Act (Übernahmegesetz)
and/or (B) on the obtaining of a controlling holding in it pursuant to § 22(1) of the Austrian
Takeover Act (Übernahmegesetz) or (2) an Austrian court or an Austrian administrative authority
takes a final and binding decision on the obtaining of a controlling holding in the Issuer pursuant
to § 22(1) or § 22b of the Austrian Takeover Act (Übernahmegesetz) or (3) a voluntary tender
offer for the obtaining of control pursuant to § 25a of the Austrian Take Over Act
(Übernahmegesetz) has been completed successfully or (4) if the Issuer sells or transfers all or
substantially all of its asset to any Person or Persons, other than to one or more wholly-owned
Subsidiaries of the Issuer (each such event being a "Change of Control"; changes in the
syndicate of the core shareholders (e.g. changes in the shareholding, accession of third persons)
shall not constitute Change of Control, as long as the core shareholders Österreichische Bundes-
und Industriebeteiligungen GmbH or its successors or any other entity directly or indirectly
controlled by the Republic of Austria and International Petroleum Investment Company or
Mubadala Investment Company or any of their respective successors or any other entity directly
or indirectly controlled by the government of Abu Dhabi, jointly or severally, hold more than 30
per cent. of the share capital of the Issuer); and

(ii)
on the date (the "Relevant Announcement Date") that is the earlier of (1) the date of the first
public announcement of the relevant Change of Control and (2) the date of the earliest Relevant
Potential Change of Control Announcement (as defined below) (if any), the Notes:

(A) carry an investment grade credit rating (Baa3/BBB-, or equivalent, or better) from any
Rating Agency (as defined below), and such rating is, within the Change of Control Period,
either downgraded to a non-investment grade credit rating (Ba1/BB+, or equivalent, or
worse) (a "Non-Investment Grade Rating") or withdrawn and is not within the Change of
Control Period reinstated to an investment grade credit rating by such Rating Agency; or

(B) carry a Non-Investment Grade Rating from any Rating Agency and such rating is, within
the Change of Control Period, either downgraded by one or more rating categories (by way
of example, Ba1 to Ba2 being one rating category) or withdrawn and is not within the
Change of Control Period reinstated to at least the same credit rating applied to the Notes
immediately prior to such downgrading by such Rating Agency; or

(C) carry no rating from any Rating Agency and the Issuer is unable to obtain such a rating of at
least investment grade by the end of the Change of Control Period; and

(iii)
in making any decision to downgrade or withdraw a credit rating pursuant to paragraphs (ii)(A)
and (ii)(B) above, the relevant Rating Agency announces publicly or confirms in writing that
such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the
Relevant Potential Change of Control Announcement.

9

(iv)
If the rating designations employed by any of Moody's, Standard & Poor's or Fitch are changed
from those which are described in subparagraph (ii) above, or if a rating is procured from a
Substitute Rating Agency, the Issuer shall determine the rating designations of Moody's,
Standard & Poor's or Fitch or such Substitute Rating Agency (as appropriate) as are most
equivalent to the prior rating designations of Moody's, Standard & Poor's or Fitch.

(d) "Change of Control Period" means the period commencing on the Relevant Announcement Date and
ending 90 days after the Change of Control (or such longer period for which the Notes are under
consideration (such consideration having been announced publicly within the period ending 90 days after
the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period
not to exceed 60 days after the public announcement of such consideration).

(e) "Control" means the right to give directions to the management of a Subsidiary and to take decisions on
matters of principle (including, but not limited to, the right to appoint the executive management board
(or an equivalent body) and/or the supervisory board, if applicable) of such Subsidiary, whether by way
of voting rights, rights arising out of the respective articles of association and/or shareholders'
agreement(s), contract or general law or for any other reason.

(f) "Person" means any individual, company, corporation, firm, partnership, joint venture, undertaking,
association, organisation, trust, state or agency of a state, in each case whether or not being a separate
entity.

(g) "Rating Agency" means Moody's Investors Service, Inc. ("Moody's"), Standard & Poors Rating
Services, a division of The McGraw-Hill Companies Inc. ("Standard & Poors") or Fitch Ratings Ltd.
("Fitch") or any of their respective successors or any other rating agency of comparable international
standing (a "Substitute Rating Agency") substituted for any of them by the Issuer from time to time.

(h) "Relevant Potential Change of Control Announcement" means any public announcement or
statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or
potential bidder relating to any potential Change of Control where within 180 days following the date of
such announcement or statement, a Change of Control occurs.

(i) "Subsidiary" means a company over which the Issuer exercises Control, whether directly or indirectly.

(4) Early Redemption Amount.

For purposes of paragraph (2) of this § 5 and § 9, the early redemption amount of a Note shall be its Final
Redemption Amount (the "Early Redemption Amount").

§ 6
FISCAL AGENT AND PAYING AGENT

(1) Appointment; Specified Offices. The initial Fiscal Agent and Paying Agent and their respective initial
specified offices are:

Fiscal Agent and Paying Agent:
Deutsche Bank Aktiengesellschaft
Trust & Agency Services
Taunusanlage 12
60325 Frankfurt am Main
Germany

The Fiscal Agent and the Paying Agent reserve the right at any time to change their respective specified
offices to some other specified office in the same city.

(2) Variation or Termination of Appointment. The Issuer reserves the right to vary or terminate the
appointment of the Fiscal Agent or any Paying Agent and to appoint another Fiscal Agent or additional or
10