Auditor’s Report¹

Report on the Consolidated Financial Statements

Audit Opinion

We have audited the consolidated financial statements of

OMV Aktiengesellschaft, Vienna,

and of its subsidiaries (the Group) comprising the consolidated statement of financial position as of December 31, 2022, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the fiscal year then ended and the notes to the consolidated financial statements except for “Oil and Gas Reserve Estimation and Disclosures (unaudited)”.

Based on our audit the accompanying consolidated financial statements were prepared in accordance with the legal regulations and present fairly, in all material respects, the assets and the financial position of the Group as of December 31, 2022 and its financial performance for the year then ended in accordance with the International Financial Reporting Standards (IFRSs) as adopted by EU, and the additional requirements under Section 245a Austrian Company Code (UGB).

Basis for Opinion

We conducted our audit in accordance with the regulation (EU) no. 537/2014 (in the following “EU regulation”) and in accordance with Austrian Standards on Auditing. Those standards require that we comply with International Standards on Auditing (ISA). Our responsibilities under those regulations and standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent of the Group in accordance with the Austrian General Accepted Accounting Principles and professional requirements and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained until the date of this auditor’s report is sufficient and appropriate to provide a basis for our opinion by this date.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the fiscal year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We considered the following matters as key audit matters for our audit:

1. Deconsolidation and valuation of investments in Russia
2. The impact of climate change and the energy transition on the financial statements
3. Recoverability of equity-accounted investments
4. Recoverability of intangible exploration and evaluation (E&E) assets
5. Estimation of oil and gas reserves
6. Valuation of provision for decommissioning and restoration obligations

Key Audit Matter

Deconsolidation and valuation investments in Russia

The attack of Russia on Ukraine and countersanctions announced by Russia have significant impact on assets related to OMV’s prior core region Russia.

OMV is represented in Russia by an interest in the Yuzhno-Russkoye gas field. The gas is produced by the operator and the license holder, OJSC Severneftegazprom (SNGP), in which OMV holds 24.99% interest. The interest in SNGP was accounted for at equity until February 28, 2022. The gas is sold through the trading company JSC GAZPROM YRGM Development (YRGM), in which OMV holds one preferred share entitling OMV to a dividend of 99.99% of the total net profit. Up to February 28, 2022, YRGM was fully consolidated because all its activities were predetermined and OMV was fully exposed to the variability of returns. Due to the Russian countersanctions, which have an impact on the operation of foreign companies in Russia, OMV lost power to receive dividends from YRGM which led to the loss of control over YRGM and the loss of significant influence over SNGP.

OMV has ceased to fully consolidate YRGM and to equity account for SNGP in the consolidated financial statements. Starting March 1, 2022, the investments in SNGP and YRGM are accounted for at fair value through profit or loss according to IFRS 9. This change led to a loss of EUR 658 mn.

As of December 31, 2022, the fair value of the investments in YRGM and SNGP was further decreased to a book value of EUR 23 mn, leading to an additional loss of EUR 370 mn.

The remaining fair value of both investments has been estimated using a DCF model considering the production profile, expected gas prices and production costs, as well as an illiquidity discount.

The financial asset which is related to the reserves redetermination right out of the acquisition of the interest in the Yuzhno-Russkoye field in 2017 was fully written off with a fair value loss of EUR 432 mn.

The principal risk relates to management’s assumption of losing control over YRGM and significant influence over SNGP, the recoverability of the remaining fair value of these two financial instruments as well as the valuation of the reserves redetermination right.

OMV Group’s disclosures about the impact of Russia’s invasion of Ukraine and the related significant assumptions and estimates are included in Note 2 (Accounting policies, judgements and estimates).

How our audit addressed the key audit matter

We assessed management’s assumptions and estimates.

Specifically, our work included, but was not limited to, the following procedures:

• Assess the criteria applied by OMV in determining the loss of control resp. significant influence over YRGM and SNGP;
• Inquire OMV’s executive board, legal department and gas trading management;
• Assess the design and implementation of controls related to estimating the key assumptions used in the calculation of the fair value of the investments and financial asset, such as estimated reserves and production profile, future gas prices and production costs;
• Evaluate OMV’s assessment of production profile, future gas prices and production costs, as well as the illiquidity discount used for the fair value calculation with external data where available;
• Assess OMV’s gas reserves assumptions which led to a financial asset related to the reserves redetermination right and assess the subsequent write off;
• Involve our valuation specialists to assist us in the analysis of discount rates and inflation rates;
• Test the mathematical accuracy of fair value calculation;
• Reading of information in the director’s report (strategy and OMV Group Business Year) and consider its consistency with the assumptions used by management; and
• Assess the adequacy of the disclosures in the financial statements.

Key Audit Matter

The impact of climate change and the energy transition on the financial statements

Climate change and energy transition impact many areas of accounting estimates and judgements.

The risk is that accounting estimates and judgement do not properly reflect the impact of material climate change and energy transition.

As included in Note 2 (Accounting policies, judgements and estimates) to the financial statements, OMV has considered the short- and long-term effects of climate change and energy transition in preparing the consolidated financial statements.

The note also explains that IFRS’s requires the use of assumptions that represent management’s current best estimate of the range of expected future economic conditions, which may differ from company ambitions and public climate targets.

OMV’s management has established for its mid-term plan assumptions a base case scenario, which is used for estimates in various areas of the Financial Statements, including amongst others impairment of assets, useful lives and decommissioning provision. The base case scenario considers that OECD countries will achieve the net zero emissions goal between 2050 and 2070 (equivalent to a path between the International Energy Agency (IEA) “net zero emissions” (NZE) and “sustainable development” (SDS) scenarios) and non-OECD countries will implement all announced decarbonization pledges in full and on time (equivalent to the IEA “announced pledges scenario” (APS)).

As part of the sensitivity analysis over the recoverability of assets and valuation of decommissioning provisions, OMV performed a stress test analysis, using a decarbonization scenario which is built on a path between the IEA SDS and IEA NZE scenarios.

An additional sensitivity has been performed for assessing the recoverability of the oil and gas assets in the E&P segment using the Net Zero Emissions by 2050 scenario which was modeled by the IEA and shows a pathway for the global energy sector to achieve net zero CO₂ emissions by 2050.

OMV Group’s disclosures about the impact of climate change and energy transition on the financial statements, including sensitivities due to the stress test analysis, are included in Note 2 (Accounting policies, judgements and estimates).

How our audit addressed the key audit matter

We evaluated management’s key assumptions related to climate change and energy transition risks and how it impacted the critical accounting estimates and judgements on different areas of the financial statements.

Specifically, our work included, but was not limited to, the following procedures:

• Assess the design and implementation of controls in the estimation processes, with a focus on how the impact of climate change and energy transition was considered for the key assumptions;
• Analyse with those responsible for group strategy and group reporting OMV’s view on the impact of climate change and energy transition on key assumptions used in the base case scenario and stress test analysis;
• Reading of information in the director’s report (strategy and sustainability) and consider its consistency with the assumptions used by management when preparing its energy transition base case scenario and stress test analysis;
• Assessing OMV’s mapping of the impact of climate change and energy transition risks into accounting estimates and judgements included in the financial statements;
• Evaluate OMV’s assessment of key assumptions (oil and gas price, CO₂ price, refining and petrochemical margins and cracks, power prices and spreads, volume development) used in the base case comparing it to external market data and other resources where available; and
• Assess the adequacy of the disclosures made in the financial statements regarding the impact of climate change and energy transition, including the sensitivities due to the stress test analysis and net zero emissions scenario analysis in Note 2 (Accounting policies, judgements and estimates).

Key Audit Matter

Recoverability of equity-accounted investments

As of December 31, 2022, the carrying value of equity-accounted investments amounted to EUR 7,294 mn (after a write-up of EUR 67 mn for Abu Dhabi Oil Refining Company).

The assessment of the recoverability of the carrying amount of equity-accounted investments requires judgement in assessing whether there is an indication that the investment should be impaired or there is an indication that an impairment loss recognised in prior periods may no longer exist or may have decreased and in measuring any such impairment or reversal.

For the equity-accounted investment Abu Dhabi Oil Refining Company, registered in Abu Dhabi, indicators were identified that the impairment of EUR 669 mn recognized in the previous year decreased. The test of the recoverable amount performed by the management led to a reversal of previous impairment at the amount of EUR 67 mn.

The principal risk relates to management’s estimates of future margin assumptions, production volumes, cash flows and discount rates, which are used to project the recoverability.

OMV Group’s disclosures about equity-accounted investments and the impairment testing related hereto are included in Note 2 (Accounting policies, judgements and estimates), Note 7 (Depreciation, amortization, impairments and write-ups) and Note 16 (Equity-accounted investments).

How our audit addressed the key audit matter

We assessed management’s assessment of the recoverability of the carrying value of equity-accounted investments by evaluating if and how management determines a need of impairment or reversing a previous impairment. Where testing the recoverable amount was required, we evaluated management’s assumptions.

Specifically, our work included, but was not limited to, the following procedures:

• Assess the design and implementation of the controls in the valuation process;
• Review and evaluation of management’s assessment of the existence of impairment indicators or indicators that impairments recognized in prior periods may have decreased;
• Assess the determination of cash generating units;
• Reconcile the assumptions used within the future cash flow models to approved budgets and business plans;
• Check the mathematical accuracy of the cash flow models;
• Compare of cash flow projections with external market data and other available external sources;
• Involve our valuation specialists for analyzing of the discount-, exchange- and growth rates and assessing the valuation models;
• Assess the historical accuracy of management’s budgets and forecasts by comparing them to actual performance and to prior year;
• Review of management’s sensitivity analysis over key assumptions and perform additional own sensitivity analysis in order to assess the impact of possible changes of assumptions on the recoverability; and
• Assess the adequacy of the disclosures in the financial statements.

Key Audit Matter

Recoverability of intangible exploration and evaluation (E&E) assets

The carrying value of intangible E&E assets amounted to EUR 878 mn at December 31, 2022, after an impairment loss of EUR 183 mn in 2022.

Under IFRS 6, Exploration for and Evaluation of Mineral Resources, exploration and evaluation assets shall be assessed for impairment when facts and circumstances suggest that the carrying value of an exploration and evaluation asset may exceed its recoverable amount.

The assessment of the carrying value requires management to apply judgement and estimates in assessing whether any impairment has arisen at year end, and in quantifying any such impairment.

The principal risks relate to the assessment of management’s intention to proceed with a future work program for a prospect or licence, the likelihood of licence renewal, and the success of drilling and geological analysis to date. In addition, the recoverability of exploration and evaluation assets may also be impacted by climate risk and energy transition as described in the key audit matter above.

OMV Group’s disclosures about intangible E&E assets and related impairment testing are included in Note 2 (Accounting policies, judgements and estimates), Note 7 (Depreciation, amortization, impairments and write-ups), Note 8 (Exploration expenses) and Note 14 (Intangible assets).

How our audit addressed the key audit matter

We evaluated management’s assessment of the carrying value of intangible E&E assets performed with reference to the criteria of IFRS 6 and the Group’s accounting policy.

Specifically, our work included, but was not limited to, the following procedures:

• Inquire whether management has the intention to carry out exploration and evaluation activity in the relevant exploration area which included the review of management’s budget and discussions with senior management as to the intentions and strategy of the Group;
• Read Executive Board minutes of meetings and consider whether there were negative indicators that certain projects might be unsuccessful;
• Discuss with management about the status of the largest exploration projects;
• Assess whether the Group has the ability to finance any planned future exploration and evaluation activity;
• Identify the existence of oil and gas fields where the Group’s right to explore is either at, or close to, expiry and review management’s assessment whether there are any risks related to renewal of the license;
• Review of management’s assumptions where an E&E asset has been impaired and review of the valuation;
• Assess the adequacy of the disclosures in the financial statements; and
• The procedures described in the key audit matter regarding climate change and energy transition above.

Key Audit Matter

Estimation of oil and gas reserves

Oil and gas reserves are an indicator of the future potential of the group’s performance. They have an impact on the financial statements as they are the basis for production profiles in future cash flow estimates, depreciation, amortization and impairment charges.

The estimation of oil and gas reserves requires judgement and assumptions made by management and engineers due to the technical uncertainty in assessing quantities.

The principal risk of the oil and gas reserves estimate is the impact on the group’s financial statements through impairment testing, depreciation & amortization and decommissioning provision estimate.

OMV Group’s disclosures about oil and gas reserves and related impairment testing are included in Note 2 (Accounting policies, judgements and estimates), Note 7 (Depreciation, amortization, impairments and write-ups), Note 9 (Other operating expenses) and Note 23 (Provisions).

How our audit addressed the key audit matter

Our procedures have focused on management’s estimation process in the determination of oil and gas reserves.

Specifically, our work included, but was not limited to, the following procedures:

• Walkthrough and understand the Group’s process and controls associated with the oil and gas reserves estimation process;
• Test controls of the oil and gas reserves review process;
• Analysis of the internal certification process for technical and commercial specialists who are responsible for oil and gas reserves estimation;
• Assess the competence of both internal and external specialists and the objectivity and independence of external specialists, to consider whether they were appropriately qualified to carry out the estimation of oil and gas reserves;
• Analyse the latest reports of DeGolyer and MacNaughton (D&M) on their reviews performed in 2022 of the group’s estimated oil and gas reserves in Tunisia, Malaysia and the Kurdistan Region of Iraq;
• Test whether significant additions or reductions in oil and gas reserves were made in the period in which the new information became available and in compliance with Group’s Reserves and Resources Guidelines;
• Test that the updated oil and gas reserve estimates were included appropriately in the Group’s consideration of impairment and in accounting for depreciation & amortization; and
• Assess the adequacy of the disclosures in the financial statements.

Key Audit Matter

Valuation of provision for decommissioning and restoration obligations

The total provision for decommissioning and restoration obligations amounted to EUR 3,796 mn at December 31, 2022.

Group’s core activities regularly lead to obligations related to dismantling and removal, asset retirement and soil remediation activities.

The principal risk relates to management’s estimates of future costs, discount rates and inflation rates, which are used to project the provision for decommissioning and restoration obligations. In addition, the valuation of provision for decommissioning and restoration obligations may also be impacted by climate risk and energy transition as described in the key audit matter above.

OMV Group’s disclosures about the provision for decommissioning and restoration obligations are included in Note 2 (Accounting policies, judgements and estimates) and Note 23 (Provisions).

How our audit addressed the key audit matter

We assessed management’s estimation of the provision for decommissioning and restoration obligations.

Specifically, our work included, but was not limited to, the following procedures:

• Assess the design and implementation of the controls over the decommissioning and restoration obligations estimation process;
• Compare current estimates of costs with actual decommissioning and restoration costs previously incurred. Where no previous data was available, we reconciled cost estimates to third party support or the Group’s engineers’ estimates;
• Inspection of supporting evidence for any material revisions in cost estimates during the year;
• Confirm whether the decommissioning dates are consistent with the Group’s budget and business plans;
• Involve our valuation specialists to assist us in the analysis of discount rates and inflation rates;
• Test the mathematical accuracy of the decommissioning and restoration obligation calculation;
• Assess the adequacy of the disclosures in the financial statements; and
• The procedures described in the key audit matter regarding climate risk and energy transition above.

Other Information

Management is responsible for the other information. The other information comprises the information included in the annual report and the annual financial report, but does not include the consolidated financial statements, the directors’ report for the Group and the auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, to consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and of the Audit Committee for the Consolidated Financial Statements

Management is responsible for the preparation of the consolidated financial statements in accordance with IFRS as adopted by the EU, and the additional requirements under Section 245a Austrian Company Code (UGB) for them to present a true and fair view of the assets, the financial position and the financial performance of the Group and for such internal controls as management determines are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Audit Committee is responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU regulation and in accordance with Austrian Standards on Auditing, which require the application of ISA, always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the EU regulation and in accordance with Austrian Standards on Auditing, which require the application of ISA, we exercise professional judgment and maintain professional scepticism throughout the audit.

We also:

• identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
• conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern;
• evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Comments on the Directors’ Report for the Group

Pursuant to Austrian Generally Accepted Accounting Principles, the directors’ report for the Group is to be audited as to whether it is consistent with the consolidated financial statements and as to whether the directors’ report for the Group was prepared in accordance with the applicable legal regulations.

Management is responsible for the preparation of the directors’ report for the Group in accordance with Austrian Generally Accepted Accounting Principles.

We conducted our audit in accordance with Austrian Standards on Auditing for the audit of the directors’ report for the Group.

Opinion

In our opinion, the directors’ report for the Group was prepared in accordance with the valid legal requirements, comprising the details in accordance with Section 243a Austrian Company Code (UGB), and is consistent with the consolidated financial statements.

Statement

Based on the findings during the audit of the consolidated financial statements and due to the thus obtained understanding concerning the Group and its circumstances no material misstatements in the directors’ report for the Group came to our attention.

Additional information in accordance with article 10 EU regulation

We were elected as auditor by the ordinary general meeting on June 3, 2022. We were appointed by the Supervisory Board on July 14, 2022. We are auditors without cease since 2011.

We confirm that the audit opinion in the Section "Report on the consolidated financial statements" is consistent with the additional report to the audit committee referred to in article 11 of the EU regulation.

We declare that no prohibited non-audit services (article 5 par. 1 of the EU regulation) were provided by us and that we remained independent of the audited company in conducting the audit.

Responsible Austrian Certified Public Accountant

The engagement partner is Mr. Alexander Wlasto, Certified Public Accountant.

Vienna, March 9, 2023

Ernst & Young
Wirtschaftsprüfungsgesellschaft m.b. H.

¹ This report is a translation of the original report in German, which is solely valid. Publication or sharing with third parties of the consolidated financial statements together with our auditor’s opinion is only allowed if the consolidated financial statements and the directors’ report for the Group are identical with the German audited version. This audit opinion is only applicable to the German and complete consolidated financial statements with the directors’ report for the Group. Section 281 paragraph 2 UGB (Austrian Company Code) applies to alternated versions.