OMV Aktiengesellschaft (VIE:OMV)
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Apr 27, 2026, 5:35 PM CET
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AGM 2025

May 27, 2025

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Ladies and gentlemen, esteemed shareholders, I warmly welcome you to the Annual General Meeting of OMV AG, and I am delighted to see so many of you are here today. I would also like to welcome all those who are following this Annual General Meeting online. My name is Lutz Feldmann, and in my capacity as Chairman of the Supervisory Board, I will chair today's AGM of OMV AG and hereby open the meeting. I'd like to draw your attention to the meeting documents that have been prepared for you and distributed to you. The Formalities section contains important information on the agenda for today's Annual General Meeting. Please read this section if you haven't already done so. Thank you very much. As mentioned in the meeting documents, the Annual General Meeting will be broadcast on the Internet until the end of the reports by Mr. Alfred Stern and Mr. Reinhard Florey on item one of the agenda. A recording of the broadcast will be available on the OMV website after the Annual General Meeting. Furthermore, today's Annual General Meeting will be recorded on tape for the purposes of the notary's minutes. Private audio, video, or image recordings by unauthorized persons are not permitted.

I hereby order that the meeting documents be attached to the notarial minutes as an appendix. I would like to inform you that the members of the Supervisory Board are present in person today, with the exception of Mr. Alexander Auer, who has sent his apology for important reasons. This apology is also applicable to Mr. Khalid Salmin. I'd like to welcome the members of the Executive Board, the representatives of the auditor KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft Vienna, as well as Mr. Hans Joachim Müller, who is proposed for election to the Supervisory Board under item eight of the agenda of the Annual General Meeting, and finally Mr. Christian Mayer as Notary, who I request to record the minutes of this Annual General Meeting, certify the resolutions, and supervise the evaluation of the votes. I now come to the necessary legal statements and dispositions. I hereby declare that the convocation of today's Annual General Meeting on 22nd April 2025 was published on the Federal Electronic Disclosure and Information Platform and was therefore made in due time and in the legally required form, and that electronic distribution in Europe via Pressetext also took place on the 22nd of April 2025. Today's Annual General Meeting is therefore a prorate to pass resolutions on the items announced on the agenda.

All necessary documents have been available on the company's website since April 29th, 2025, and May 6th, 2025, respectively. The company hasn't received any requests from authorized shareholders to add items to the agenda or any proposals for resolutions. The agenda is also included in your meeting documents. As the notice of today's Annual General Meeting was published in accordance with statutory requirements, I assume that you are familiar with the agenda and will therefore refrain from reading it. I further note and announce that 244,773,384.5 NOPA value shares have been registered for participation within the statutory deadline. Attendance at today's Annual General Meeting will be announced at the latest before the first vote. At this point, I will also sign the list of participants and make it available for inspection. Today's Annual General Meeting will proceed as follows.

The proposed resolutions and reports on the individual agenda items will be presented to you en bloc. This will be followed by a general debate, during which you'll have the opportunity to speak and ask questions. Please use the forms provided for this purpose and hand them to the hall staff. Please indicate on the form whether you would like to ask the question yourself or have it read out. The language of the meeting, according to Section 21, Paragraph 2 of the company's Articles of Association, is German, and questions may therefore only be asked in German. After the general debate, all motions will be put to the vote without further interruption. I'd also like to remind you that you are invited to lunch at the buffet from around 12:00 noon. I will now turn to the agenda and move on to item one.

All documents and reports listed under agenda item one have been available on the company's website as documents for the AGM since April 29, 2025. The annual financial statements and the consolidated financial statements were audited by KPMG Austria GmbH and issued with an unqualified audit opinion. According to the audit opinion, the management report and the group management report are in accordance with the annual financial statements and the consolidated financial statements. The Supervisory Board reviewed and approved the 2024 annual financial statements, which have thus been adopted. It also approved the 2024 consolidated financial statements and reviewed and approved the reports mentioned under agenda item one. The Supervisory Board prepared a report on the results of its review, which is part of the published annual report for 2024. As Chairman of the Supervisory Board, I'm now pleased to report on the work of the Supervisory Board. First things first.

In summer, we, the Supervisory Board, extended the term of office of Chief Financial Officer Reinhard Florey by another two years. The composition of the Management Board therefore remained unchanged in 2024. Otherwise, the Supervisory Board performed the duties incumbent upon it by law, the Articles of Association, and the rules of procedure with great care during the reporting year. It monitored the management of the company by the Executive Board and advised the latter in decision-making processes on the basis of detailed verbal and written reports and constructive discussions between the Supervisory Board and the Executive Board. A total of 39 meetings were held in 2024, with the Supervisory Board meeting eight times in plenary sessions and 31 times in committees. Preparations for the strategic merger of Borealis and Borouge, which was approved in March 2025, were a key topic at almost all plenary meetings.

Furthermore, resolutions were passed on topics such as significant final investment decisions, for example, regarding the new plan for sustainable aviation fuel and renewable diesel, or investments in renewable energies at OMV Petrom, the sale of the 50% stake in Sapura OMV in Malaysia, topics relating to executive board remuneration, proposals for resolutions for the annual general meeting, changes to the composition of the presidential committee, and the Supervisory Board committees were on the agenda. Tailored training courses for the Supervisory Board were again held in 2024. The Supervisory Board's annual self-evaluation was conducted by an external consulting firm with the support of questionnaires. The results were incorporated into the priorities and activities for 2025. Feedback that we received from investors during the governance roadshow will also be taken into account in our work. That concludes my report on item one on the agenda.

We will hear the reports of Mr. Stern and Mr. Florey. Before handing over to Mr. Stern, I'd like to say a few words in light of the recent developments. As you learned from last week's ad hoc announcement, I was informed by our CEO, Alfred Stern, that he will not be available for reappointment beyond the current term of office, which runs until August 2026. I deeply regret this decision. Alfred Stern can look back on an extremely successful time as CEO. I would have looked forward to continuing to work with him, but I, of course, respect his personal decision. As the Supervisory Board, we will now initiate an orderly succession process. Alfred Stern will continue to perform his duties as his term of office runs until August 2026. We have sufficient time to ensure an orderly and professional handover. So far, for my report, Mr. Stern, I now invite you to present your report and give you the floor.

Alfred Stern
CEO, OMV Aktiengesellschaft

Yes, thank you very much, and good morning, ladies and gentlemen, dear shareholders. I call you welcome to our Annual General Meeting. I'm delighted to welcome you both here in Vienna and online. It is a particular pleasure for us to welcome you in person once again this year. This is a clear sign of our appreciation and respect to you, our valued shareholders. What's particularly important to us is a personal dialogue with you. Your trust, your questions, and your suggestions are of great importance to us. Today, we look back together on the 2024 financial year, a year that was characterized by remarkable successes for OMV, but also marked by challenges. Despite a difficult environment characterized by political and economic volatility, we managed to operate very profitably.

After the exceptional years of 2022 and 2023, we achieved the fourth-best result in OMV's history in 2024, which is an impressive sign of the resilience and the future viability of our company. Our balance sheet is very robust. The indebtedness is very low, and that provides us with the necessary financial strength in order to be able to continue to act in a very demanding market environment. Our success is no coincidence, but it's the result of the consistent implementation of our Strategy 2030. This strategy provides us with clear guidelines to lead OMV into the future in a sustainable, innovative, and profitable way. Let me give you a few examples to show you how we are strategically positioning our company with focus, responsibility, and foresight, because the future lies ahead of us.

With the foundation of Borouge Group International, we are setting a historic milestone, not only for OMV, but for the global chemical industry. Together with our long-standing partner, ADNOC, we will unite Borealis and Borouge under one roof. This new company will also acquire NOVA Chemicals, thus significantly expanding its presence in North America. These three world-class international companies complement each other perfectly. Ultimately, this will create the fourth-largest polyolefin manufacturer in the world, with an estimated enterprise value of more than $60 billion and a planned annual dividend payout of at least $2.2 billion. We are talking about a new international company that we are creating in the heart of Europe. This strong signal constitutes a clear commitment to OMV's global competitiveness, and it is a giant step in the realization of our Strategy 2030.

Also, when it comes to gas supply, we have opened up a new chapter. Due to multiple and serious breaches of contract by Gazprom Export, Russia was no longer a reliable partner for us. Since December 2024, we have not had any supply contracts nor business activities in Russia. Our task force, which was set up at an early stage, developed a clear strategy to diversify our gas portfolio with one goal: security of supply for our customers. We developed new gas sources, secured additional pipeline capacities, and were thus able to supply all customers without interruption. Today, we have the best gas portfolio we've ever had. It's broad-based, it's resilient, and it's future-proof. All in all, until 2030, we want to increase the share of gas in our production portfolio to around 60%.

Our Neptun Deep project, which our group company, OMV Petrom, is realizing together with our partner, Romgaz, in Romania, with great precision. This shows that we're well on track. Neptun Deep is the largest natural gas development project in the European Union. In principle, we assume that Europe will still be a net importer of gas also in 2050. Gas, therefore, remains an essential bridging technology on the path towards climate neutrality. In this context, Neptun Deep does not only strengthen the European energy supply, but also the security of supply. Ladies and gentlemen, OMV is currently undergoing the biggest transformation in the history of our company. At the center of this transformation is our clear commitment to sustainability as a driver of innovation and growth.

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Ladies and gentlemen, the people who are disrupting our proceedings, please stop doing that. You are disturbing the orderly conduct of our AGM, and you can assume that the other shareholders present here in the room do not like this. I would like to ask you to refrain from disrupting our proceedings. Dear shareholders, I would like to thank you very much for this round of applause. I do assume that this is for my remarks and not for the disruption of the activists. Please stop disrupting our proceedings. Otherwise, I would have to ask our attendants to accompany you out of the room. I would like to ask you once again, please stick to the procedures and stop your disruption. You have the right to take the floor. You can hand in your request for leave to speak, and you can speak in an orderly fashion.

Let me remind you, you have the opportunity of going to the desk and request a form for leave to speak, and you can also take the rostrum. If you do not stick to this procedure, after another reminder and admonition, I have to ask our attendants to accompany you out of the room. Please take this into account. All right. Dear shareholders, I can tell that you do not hear what I am saying, so I would like to ask our attendants to guide the ladies and gentlemen out of the room. They are banned from re-entering for 15 minutes. All right. Dear shareholders, thank you very much for your patience. Before Alfred Stern will resume his presentation, I would like to ask you to conduct this AGM in an orderly fashion. Everybody has the right to take the floor here, so please request leave to speak, and you will get some speaking time allotted to you, and you can then say everything that goes through your mind, but please in an orderly fashion without disrupting our AGM. Thank you very much. Alfred, over to you.

Alfred Stern
CEO, OMV Aktiengesellschaft

Ladies and gentlemen, like I said, OMV is currently undergoing the biggest transformation in the history of our company. At the center of this transformation is our clear commitment to sustainability as a driver of innovation and growth. We see ecological responsibility not as a restriction, but as an opportunity. We are working on innovative projects that contribute to our mission statement, reinventing the essentials for sustainable living. Also, in 2024, we once again reached milestones in our lighthouse projects in all three business divisions. In the chemicals division, in view of a growing world population and the increase in economic prosperity, we anticipate great market potential. The biggest step in realizing our strategy was undoubtedly the establishment of Borouge Group International.

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Dear shareholders, I do not have the patience to warn you three times. I would like to ask you once to stop disrupting our annual general meeting and please stick to the regular procedure. Those who are disrupting the proceedings here and straining the patience of the other shareholders, please do me a favor and stop and refrain from disturbing our proceedings. Otherwise, I would like to ask the attendants to take you out of the room. Dear shareholders who are straining their voice to be heard, please make life. Thank you for your patience.

Alfred Stern
CEO, OMV Aktiengesellschaft

We are living in a democracy, and we also accept other opinions, but of course, there should be no debate about the form and order. So, these messages should be communicated in an orderly fashion. The big step in realizing our strategy was undoubtedly the establishment of Borouge Group International. But we even achieved important successes beyond this, for example, with our solutions for the circular economy. The basic idea behind this is that we convert waste into valuable raw materials. Thus, OMV and Borealis, in 2024, were able to conclude long-term raw material supply contracts with Tomra Feedstock. This partnership ensures the continuous supply of sustainable and high-quality raw materials for our recycling plants. Okay, so this time we'll proceed in a more speedy fashion. Apologies, but please remove the ladies and gentlemen who are disrupting our AGM from the room.

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Once again, please consistently remove any people who disrupt our AGM from now on. Patience. Sometimes I'm wondering why people are holding shares of our company if they're so dissatisfied with us, but it is hard to understand for me. Please continue, Alfred.

Alfred Stern
CEO, OMV Aktiengesellschaft

Apart from our cooperation with Tomra Feedstock, another innovative initiative is the cooperation between Borealis, Neste, and Covestro in the recycling of used tires into plastics. Together, we will drive forward the circular economy in the plastics value chain and in the automotive industry. We are very proud of the commissioning of our new innovative ReOil plant in Schwechat. Over 15 years of research and development at OMV have gone into this plant. ReOil is a real breakthrough technologically, ecologically, and strategically. All right.

My request to the next group that is disrupting our AGM, please refrain from disturbing our AGM and let us continue in an orderly fashion. All right. Dear shareholders, once again, thank you very much for your patience. I hope that we can now return to an orderly AGM. I'd like to ask Alfred Stern to continue with this presentation. Thank you very much. I'm really pleased that I have the opportunity to repeat this part of my presentation because we are really very proud of the commissioning of our new and innovative ReOil plant in Schwechat. Over 15 years of research and development at OMV have gone into this plant, and ReOil is a real breakthrough technologically, ecologically, and strategically. With our patented technology for chemical recycling, we can process up to 16,000 tons of difficult-to-recycle plastic waste every year, waste that would otherwise end up in a landfill or be incinerated. Take a look at this world-class plant for the circular economy made in Austria.

Speaker 4

ReOil, our proprietary chemical recycling technology, is transforming end-of-life plastic into circular feedstock for the production of chemicals, for example, new high-quality plastics. Over 15 years ago, we were among the first companies globally to develop its own chemical recycling technology. In 2012, we filed the first ReOil patent application, and ReOil was officially born. By 2018, our team achieved a significant milestone with the integration of a continuously operating pilot plant into our Schwechat refinery, capable of processing 800 tons of end-of-life plastic annually. In 2025, we announced the successful startup of our ReOil plant with a processing capacity of 16,000 tons per year, equivalent to the annual plastic waste generated by 160,000 Austrian households. At the end of March 2025, we have reached approximately 30,000 cracking hours in our ReOil plants and processed about 3.1 million kilograms of plastic waste.

We also announced the largest public grant ever awarded to the OMV Group. We will receive up to EUR 81.6 million from the EU Innovation Fund for our future industrial-scale ReOil facility, designed to process up to 200,000 tons of plastic a year. Our incredible team is the driving force behind ReOil. Through their dedication, we have taken our technology from the lab to a fully operational chemical recycling plant that we designed and built from scratch. This represents a significant milestone in our research and development efforts. Together, we are bringing circularity forward for good.

Alfred Stern
CEO, OMV Aktiengesellschaft

Thank you very much. Our innovative strength is also reflected in the new co-processing plant in Schwechat, which we commissioned in June 2024. This pioneering technology processes biogenic raw materials such as domestic grapeseed oil together with fossil fuels. We can produce up to 135,000 tons of innovative biofuels per year in Schwechat. OMV's carbon footprint can thus be reduced by up to 360,000 tons of fossil CO2 per year. That's equivalent to the emissions of 38,000 cars driving around the world. Last year, we also received good news from Romania. Our subsidiary, OMV Petrom, in June of 2024, took the final investment decision for around EUR 750 million for the construction of a plant for sustainable aviation fuel and HVO diesel, as well as two plants for green hydrogen. OMV Petrom will thus become the first major producer of sustainable fuels in Southeastern Europe. Sustainable aviation fuel is a promising growth market. This sustainable aviation fuel contributes to a significant reduction in CO2 emissions in air traffic compared to conventional kerosene. By 2030, we want to significantly expand the production capacity of sustainable fuels.

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Ladies and gentlemen, who are disturbing, I would like to ask you to just refrain from disturbing our annual general meeting and please respect the interests of the other shareholders in an orderly AGM. Okay, please remove these ladies and gentlemen who are disturbing our proceedings. I would like to thank the ladies and gentlemen who are making sure that we can have an orderly AGM here. Alfred, over to you.

Alfred Stern
CEO, OMV Aktiengesellschaft

By 2030, we want to significantly expand the production capacity of sustainable fuels. Sustainable aviation fuels will account for a large proportion of these volumes. In general, we expect demand for our sustainable fuels to increase significantly over the coming years. This is also due to mandatory EU requirements. We are well prepared for this, and we are continuing to expand our business with SAF. Among other things, we have signed a partnership with the aircraft manufacturer Airbus. Together, we want to make access to SAF even more efficient for customers. We took another important step towards decarbonizing air travel in 2024 with our OMV SAF business solutions. With these SAF certificates, we support companies such as Microsoft in achieving their climate targets. The development of a European electromobility network rounds off our sustainable mobility offering. Under the eMotion brand, we are building an area-wide network of fast and ultra-fast charging stations for electric vehicles in Austria, Romania, Slovakia, and Hungary.

By 2030, a total of up to 5,000 eMotion charging stations will be built and largely supplied with electricity from renewable energy sources. In the energy division, in August of last year, we successfully completed our deep-water exploration well, Heiden Monn, in the Norwegian Sea. The well encountered gas with an estimated total recoverable volume of between 30 million-140 million barrels of oil equivalent. Progress has also been made at Neptun Deep. In November of last year, the mobile offshore drilling rig arrived in Romania. OMV Petrom is on schedule and began drilling the first of a total of 10 production wells in March of this year. We expect natural gas production to start in 2027. Neptun Deep is also an example of our ability to combine economic strength with ecological responsibility. Neptun Deep is setting new environmental standards. Its CO2 emissions are eight times below the industry average, a contribution to the decarbonization of the European energy supply. Immerse yourself in the fascinating world of this project. Here are some impressions.

Speaker 4

We have been working the Neptun Deep project for years. Personally, for me, for the whole of the OMV Petrom team, we've worked so hard to get here. Working with Romgaz to be able to be in this position, it's really exciting times that we are. This project is so important for our company, but it's also so important for Romania and actually for the region overall. What it does in terms of the level of investment, the level of security of supply to natural gas, how natural gas is part of the energy transition, what it economically brings to the country. This project ticks all these boxes.

[Foreign language]

We're going to drill a total of 10 wells on Neptun Deep. We're going to drill 4 wells on Pelican South in about 120 meters of water. Then we'll go on to Domino and drill 6 wells about 1,000 meters of water. The process is very complex. Let me try and explain it briefly. Once the rig is positioned, the drill bit is lowered to the seabed. We then need to install equipment to drill safely: a blowout preventer and the marine riser. We will drill vertically, then horizontally, and vertically again to reach the reservoir. The well will be about 3,000 meters long, approximately 100 times the height of the Arc de Triomphe. As our drilling program gets underway, I'm really super excited about it. We're committed to meeting our goals and, of course, prioritizing the safety of the team and the environment.

Alfred Stern
CEO, OMV Aktiengesellschaft

We also want to systematically develop our gas field in Wittau in Lower Austria. We assume that we will be able to increase our gas production in Austria by around 50% by fully exploiting this discovery. Ladies and gentlemen, our credo at OMV is progress through responsibility. One example of this is OMV Petrom's important investments in climate-neutral forms of energy. Our subsidiary aims to become the market leader in the energy transition in Southeast Europe and is in the process of building up a strong portfolio of wind and solar energy projects in addition to the existing gas-fired power plant. These investments are important and right, and it takes time to build up a critical mass.

We stand by our ambitious goals, and by 2030, we want to continue to invest year after year in sustainable projects. This is a clear commitment not only to the transformation of our company but also to the responsibility we bear towards the environment, society, and future generations. An impressive example of this responsibility is our geothermal joint venture, Deep, which we operate together with Wien Energie. This project stands for innovation, partnership, and climate protection. Right on our doorstep. Only around 8 kilometers away from here in Vienna's Aspern district, the drilling rig for a pilot plant was erected in December. From there, in 2028, we want to cover the energy needs of around 20,000 Vienna households with the climate-neutral district heating. We expect the third and final test drilling of Deep to be completed as planned in June of this year. Deep geothermal energy is an important pillar of our strategy, and we are proud of this project, which incorporates our many years of expertise in the area of exploration. You can...

Speaker 4

A resource as old as the Earth itself, geothermal energy. Clean, natural, and always there when we need it. Deep underground, water flows through warm rock layers. We bring it up and heat homes and businesses. That is what we do at the joint venture Deep, Austria's largest geothermal initiative, brought to life by OMV and Wien Energie. In December 2024, the first well was spudded in Vienna. At OMV, we lead subsurface activities. Thanks to 60 years of experience, we know how to find and develop hot water reservoirs at depths of thousands of meters. By 2028, up to 20,000 households will be able to use carbon-neutral heating, a saving of around 54,000 tons of CO2 per year. That is just the beginning. In the future, up to seven geothermal plants will heat about 200,000 households across Vienna. Geothermal energy is an innovative climate-neutral technology and a pillar of our strategy 2030. Clean, natural, regional. We at OMV are proud to shape sustainable solutions.

Alfred Stern
CEO, OMV Aktiengesellschaft

We are on course, and we are working hard to position OMV as a leading integrated company for sustainable chemicals, fuels, and energy. The visible sign of this is the claim "Forward for Good," which we introduced with our new brand identity in June 2024. The brand identity fully reflects the values of our strategy 2030 and symbolizes our progress towards a world in which sustainable energy, mobility, and lifestyles become a reality for everyone. See for yourself how our employees and partners feel about this change.

Speaker 4

OMV is undergoing the biggest transformation in its corporate history. Our brand has hardly changed over the last 30 years. It is time to adapt our brand identity to the new strategy and business model and make it fit for the future. That's why OMV has a new corporate identity and a new slogan. "Forward for Good" underlines our responsibility towards society.

[Foreign language]

Working together on new technology innovations for sustainable environment. Driving positive change through innovation and responsibility. The symbol of the new brand design represents movement and progress as well as sustainability and the circular economy.

[Foreign language]

Since the relaunch in June 2024, we have been gradually rolling out the new branding. We have received various feedbacks from our commercial customers. They like our logo. It resembles sustainability. They love it. It shows that we are walking the talk. It shows that we care.

[Foreign language]

With the new corporate identity, OMV presents itself as a future-oriented, strong company, ready for the challenges of today and tomorrow.

Alfred Stern
CEO, OMV Aktiengesellschaft

Ladies and gentlemen, the economic environment in 2024 was challenging and was characterized by, to a large extent, significantly lower market prices. At the same time, persistently high inflation continued to pose a significant economic problem in many regions in 2024 and noticeably slowed economic momentum in Europe. Europe has come to economic crossroads. If we want to secure prosperity in the long term, we need modern economic framework conditions, those that enable growth, promote innovation, and support pragmatic solutions. A central key to this is the energy supply. Energy is the backbone of our economy, of our industry, and indeed of our entire lives. That is why we need a tax and regulatory environment that specifically supports investment in energy generation. At the same time, existing regulations must be critically scrutinized, and bureaucratic hurdles need to be removed. That is the only way to make Europe an attractive business location again.

As OMV, we want to be part of the solution and provide energy safely, affordably, and sustainably today and in the future. In doing so, we not only create value for our customers but also for you, our valued shareholders. Ladies and gentlemen, let me now turn to some key financial indicators for the past financial year. Last year, the OMV Group achieved a clean CCS operating result of around EUR 5.1 billion. Group-wide cash flow from operating activities, excluding net working capital, was at EUR 5.3 billion last year, an increase of 14% compared to the previous year. As a result of this extremely robust cash flow, the company's leverage ratio, including leasings, is at a low 12%. This is not only an expression of our financial strength but also the basis for our attractive and reliable dividend policy.

The Executive Board, based on the company's profitability, has decided to propose to the Supervisory Board on the Annual General Meeting to pay a regular dividend of EUR 3.05 per share. In addition, there will be an additional dividend of EUR 1.70 per share. Overall, we want our shareholders to participate with a total amount of EUR 4.75 per share in the company's success. Ladies and gentlemen, with its Strategy 2030, OMV stands for a responsible transformation into an integrated company for sustainable chemicals.

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Dear ladies and gentlemen, who are disturbing our AGM, please hand in your request to speak. We will understand you better if you have something important to say. Please stop disrupting our AGM and let Mr. Stern continue. All right. Please remove the ladies and gentlemen who are disturbing our AGM. To understand that some people might want to help in removing the people who are disturbing our AGM, but please leave it to our well-trained attendants who are instructed by me to do so. Thank you very much for your patience. We would like to thank our attendants once again. Alfred, let us continue.

Alfred Stern
CEO, OMV Aktiengesellschaft

Ladies and gentlemen, with its Strategy 2030, OMV stands for a responsible transformation into an integrated company for sustainable chemicals, fuels, and energy. We know that the path to a climate-neutral society is not a sprint. It is a marathon. This transformation is challenging, but it is necessary, it is feasible, and it also offers new business opportunities. With our know-how and a clear focus on innovation and economic strength, we can achieve this. By 2050, at the latest, we want to be a net-zero company. We are sticking to this goal with conviction and a clear plan. Ladies and gentlemen, I will now conclude. Despite the challenging environment, we operated very profitably in 2024. Our cash flow is strong. Our balance sheet is extremely robust.

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Shareholders disrupting the AGM, please let yourself be taken out of the room in an orderly fashion and do not disrupt the proceedings too much. Alfred, would you like to continue?

Alfred Stern
CEO, OMV Aktiengesellschaft

Despite the challenging environment, we operated very profitably in 2024. Our cash flow is strong. Our balance sheet is extremely robust. Our gearing ratio is low. This constitutes a strong foundation for further growth and attractive dividends. Our integrated business model with the chemicals, fuels, and feedstock and energy divisions also proved its worth in the difficult market environment of the past financial year. Our Strategy 2030 is on track. We have successfully launched a number of innovative projects, and we have achieved important milestones in all strategically relevant areas.

Our transformation project will be continued systematically in 2025 because sustainability is a driver of innovation and growth for us. With a fully diversified gas portfolio, we are in an excellent position, and we are making a decisive contribution to the security of supply of our customers. With Borouge Group International, a new global group is being created, which is clearly aligned as a platform for sustainable growth. In implementing the Strategy 2030, we have already achieved a great deal, and we will consistently continue on our path of reinventing essentials for sustainable living. Finally, I would like to say thank you. Thank you to our employees, our committed partners, and especially to you, our valued shareholders. You are making our success possible. Thank you very much for your trust.

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Dear Alfred Stern, thank you very much. I ask Mr. Florey to give his presentation. Mr. Florey, the floor is yours.

Reinhard Florey
CFO and Member of the Executive Board, OMV Aktiengesellschaft

Ladies and gentlemen, esteemed shareholders, I'm pleased to present to you today the most important figures for the OMV Group for the 2024 financial year and the results for the first quarter of 2025. Both the consolidated financial statements prepared in accordance with IFRS and the individual financial statements of OMV AG prepared in accordance with the Austrian Commercial Code received an unqualified audit opinion from the auditors for 2024. I'd like to take this opportunity to thank the representatives of our auditor KPMG for their excellent cooperation. OMV, your company, is excellently positioned to operate successfully in the current volatile environment. We expect that OMV will only be marginally affected by the import tariff announcement made by the U.S. government as we produce predominantly regionally and also market our products regionally.

Nevertheless, the tariffs will have a negative impact on the international economic situation and the capital market. In these uncertain times, our strong balance sheet is paying off. In addition, our integrated business model has a stabilizing effect and enables solid cash generation even in a volatile market environment. Despite the current challenges, it's important to press ahead with our medium and long-term goals with full energy. We are therefore continuing to consistently implement our Strategy 2030. At the beginning of March, we received a decisive milestone with the binding agreement to merge Borealis and Borouge, accompanied by the simultaneous acquisition of NOVA Chemicals. I'd now like to explain the details of the strategically important agreement and the clear benefits we expect for OMV. The merger of Borouge and Borealis will create a global polyolefin champion, Borouge Group International.

Following a capital contribution of approximately EUR 1.6 billion to the new company, OMV will hold a 46.9% stake in Borouge Group International with equal shares and joint control with ADNOC. At the same time, Borouge Group International will acquire NOVA Chemicals for $13.4 billion. This investment will initially be financed through debt, which will subsequently be refinanced in part through a capital increase of up to $4 billion at Borouge Group International. Subject to regulatory approvals, both transactions are expected to close simultaneously in the first quarter of 2026 at the latest. At the later date, Borouge 4 shall be integrated into the new company. I'd like to emphasize that the cash outflow for OMV in this landmark deal is limited to less than EUR 1.6 billion based on the projected dividend payments until the completion of the merger of Borealis and Borouge.

This secures OMV a strategic stake in the world's fourth-largest polyolefin producer with an estimated enterprise value of more than $60 billion. This significant transaction creates sustainable value for OMV, as it is expected to increase both free cash flow and CCS earnings per share. At the same time, we are optimistic that OMV will maintain its investment grade rating and keep its debt ratio well below 30%. The combined strengths of the three companies will put Borouge Group International in an excellent position to generate attractive returns. The new company has a significant growth potential with a projected EBITDA over the cycle of more than $7 billion. Growth projects, most of which are under construction or in the ramp-up phase, will contribute significantly to the timely achievement of this target.

In addition, we expect to realize significant synergies of around $500,000,000 by 2030. This provides the basis for a significant dividend. The expected distribution is supported by an agreed minimum dividend of Borouge Group International, around $2.2 billion. OMV can therefore expect an annual distribution of around $1 billion. This is well above Borealis' organic free cash flow and Borouge's prorated dividends in 2024. I'm particularly pleased that this will enable us to sustainably secure and strengthen our potential distributions to you, our valued shareholders. Let me now take a closer look at the financial figures of the past year. In the 2024 financial year, OMV achieved a strong, clean CCS operating result of EUR 5.1 billion. Resulting from a less favorable market environment, the result was 15% lower than in the previous year.

A significantly weaker result in fuels and feedstock and a lower contribution from energy were partially offset by a much better result in chemicals. The net income attributable to shareholders in 2024 decreased to around EUR 1.4 billion. Earnings per share amounted to EUR 4.25. It's an extraordinary achievement by all OMV employees that this strong result was achieved in the challenging environment we all know. I'd like to take this opportunity to thank everyone for the hard work. Cash flow from operating activities at a high level in 2024. We increased cash flow from operating activities, excluding net working capital items, by 14% to EUR 5.3 billion. Our cash flow from operating activities, which forms the basis for our dividend decision, reached almost EUR 5.5 billion. This proven resilience underscores the strength of our integrated business model, which ensures solid cash generation even in uncertain markets.

Cash flow from investing activities in 2024 included payments of EUR 3.5 billion for organic investments. All of this is reflected in the organic free cash flow, which was very strong at almost EUR 2 billion. OMV has a very healthy balance sheet. This is demonstrated by a low leverage ratio of 12%, both at the end of 2024 and at the end of the first quarter of 2025. Net debt was at a low level both at the end of 2024 and at the end of 2025, EUR 3.2 billion, including our lease obligations under IFRS 16. Owing to this excellent starting position and the sustained high organic cash flow, we are in a position to provide extensive financial resources for growth investments as well as the realignment of our business model.

In our investments, we'll continue to adhere strictly to clearly defined selection criteria and our proven cost discipline. As announced at our capital markets day in June last year, we launched a comprehensive efficiency program with the aim of generating additional cash flow of at least EUR 500,000,000 by 2027. In 2024, we already realized around EUR 180 million with the majority coming from the energy segment. I'd now like to provide you with some information about our investments. In 2024, we limited our organic investments to EUR 3.7 billion under strict cost discipline, and this is slightly below the target set at the beginning of 2024. Almost 25% of our organic investments in 2024 went towards sustainable activities. In the coming year, we'll do everything in our power to further increase this share as part of our transformation strategy.

For 2025, we earmarked a total of EUR 3.6 billion for organic investments. Around 30% of this investment will be invested in sustainable projects. We are pursuing a balanced strategy that combines investments in new business areas with the continuous optimization of our core business. Let me now give you a brief overview of the progress we have made with our decarbonization strategy. By the end of 2024, we had reduced our scope 1 and scope 2 emissions by 23%, and our scope 3 emissions could be reduced by 17% compared with the base year 2019. We are therefore well on track to achieve the ambitious target set out in our Strategy 2030 and become a net zero emissions company by 2050. Let's now take a brief look at the business development in the first quarter of 2025. Despite an extremely volatile and challenging economic environment, we've made a good start.

The cash flow from operating activities reached almost EUR 1.4 billion, an increase of more than 30% compared to the previous quarter. The clean CCS operating result was solid at around EUR 1.2 billion. Clean CCS earnings per share amounted to EUR 1.26. Dear shareholders, let me now turn to the share price performance. The performance of OMV shares reflects the volatile and challenging environment. Despite the decline in the share price, OMV shares achieved a positive total shareholder return of 5.4% in 2024. The OMV share thus outperformed the European oil and gas sector and the European chemical sector but lagged behind the performance of the ATX. The OMV share also outperformed the average of our peers in 2024. Since the beginning of the year, OMV shares have recorded a remarkable price increase of more than 20%.

This makes OMV the clear top performer among our peers this year. OMV shares have significantly outperformed the European oil and gas sector, the European chemical sector, and the ATX so far in this year. In addition to the solid quarterly figures, the agreement signed at the beginning of March to establish the Borouge Group International contributed significantly to the sharp rise in the share price. The peak weighting of OMV shares of more than 6% in the Eurostoxx Select Dividend 30 index achieved in March provided additional momentum. Dear shareholders, I'd now like to explain how we intend to give you, our valued shareholders, a direct financial share in our success. In line with our progressive dividend policy, we propose to distribute the highest regular dividend in the company's history of EUR 3.05 per share. This represents an increase of EUR 0.10 compared to the previous year.

Since 2015, we've more than tripled the regular dividend. In addition, we propose to the payment of an additional dividend of EUR 1.70 per share. This is in line with our dividend policy and marks the third consecutive year in which we are paying out an additional dividend. Therefore, we are proposing a total dividend of EUR 4.75 per share for the financial year 2024. This corresponds to 28% of our cash flow from operating activities. This puts us at the upper end of our target range of 20%-30%, provided that the leverage ratio remains below 30%. Based on the closing price at the end of 2024, this should result in an excellent dividend yield of almost 13%. This means that OMV shares offer the highest dividend yield in the ATX.

With regard to treasury shares, I can report that the company has purchased 300,000 shares since the last annual general meeting. A total of 85,659 shares were transferred under share transfer programs, meaning that the company currently holds 271,670 treasury shares, corresponding to 0.083% of the company's total share capital. For detailed information on acquisitions and transfers, please refer to the written report published on the OMV website on the 6th of May 2025. Dear shareholders, this concludes my remarks. Thank you for your attention and your trust in OMV.

Lutz Feldmann
Chairman of the Supervisory Board, OMV Aktiengesellschaft

Mr. Florey, thank you very much. I would also like to thank both Mr. Stern and Mr. Florey for their reports and the entire Executive Board for their constructive cooperation. I hereby order that the detailed report on the company's treasury shares mentioned by Mr. Florey be attached to the notarized minutes of the annual general meeting. On behalf of the entire Supervisory Board, I'd also like to thank the members of the Executive Board and all OMV employees for their commitment and extremely successful work in the financial year 2024. I'd also like to ask Mr. Stern and the employee representatives to pass on these thanks to the employees. My special thanks go to you, dear shareholders, for your continued trust. As announced, we will now end the webcast of the Annual General Meeting. I'd like to thank the viewers for their interest and bid you farewell.

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