Report of the Supervisory Board

Dear Shareholders,

The challenges posed by the geopolitical and macroeconomic climate became even more pronounced in 2022: on top of the impact of the COVID-19 pandemic came the war in the Ukraine, a complex energy crisis and the highest rate of inflation for 70 years. Thanks to our new strategy, we’ve set the course for a sustainable future and already taken the first steps in this transformation. At the same time, however, the environment demanded short-term tactical adjustments in order to be able to best secure the supply of energy. I personally believe OMV management and employees did an extraordinary job balancing these different priorities.

During this time of uncertainty, both the Company’s ability to react quickly to changing circumstances and its high degree of diversification have once again been proven to be important. While in the Refining & Marketing business segment high refining margins led to a record result, the high energy prices in the chemical sector combined with a decline in demand had a negative impact. Bolstered by high oil and gas prices, the Exploration & Production segment was able to make a significant contribution to the overall performance of the Company. All of this led to the best result in the history of OMV.

We want to allow our shareholders to also benefit from this strong result and the stable financial situation. For this reason, we promised a special dividend of EUR 2.25 per share during the course of the 2022 financial year, and fundamentally expanded our dividend policy to include a special dividend instrument. For you, dear shareholders, this means that we will be proposing a total dividend of EUR 5.05 per share to the Annual General Meeting for the previous financial year.

As a Supervisory Board, our key priorities include the strategy, succession planning for Executive Board level, governance topics, and the approval of larger investment projects. I’m able to report positive developments in all of these areas. Below, I would like to inform you about the Supervisory Board’s work during the 2022 financial year. After having initially focused predominantly on the strategy, we then moved on to the topics of corporate structure and management (Strategy, Structure, People).

Composition of the Executive Board and Supervisory Board

In December 2021, the Supervisory Board approved the new strategy. Because the key points of this strategy require different skill sets and as we strive to achieve more diversity and internationality in general, a few amendments were made to the composition of the Executive Board and the Supervisory Board in 2022. At the beginning of 2023, a new organizational structure for the Group came into force – the business segments are now divided into Fuels & Feedstock, which includes refining, marketing, and trading, Chemicals & Materials, which comprises the entire chemicals value chain, and Energy, meaning the traditional exploration, production, and gas business, plus the low-carbon business. Several changes to the composition of the Executive Board had already been made in preparation for this new operating model:

The areas that were formerly the Refining and Marketing & Trading business segments were combined to form the new Fuels & Feedstock business segment. Elena Skvortsova, Executive Officer Marketing & Trading, left OMV’s Executive Board at the end of October 2022 by mutual agreement. At the meeting of October 27, 2022, the Supervisory Board tasked Martijn van Koten, who had previously headed the Refining segment, with also leading the Marketing & Trading business segment from November 2022 as a result of the consolidation to form the new Fuels & Feedstock segment from January 2023. As a manager, Martijn van Koten has an extraordinary wealth of international experience in the refining and chemicals businesses, and places a strict focus on the market and customers.

In November 2022, the Supervisory Board appointed external candidate Daniela Vlad as the new Executive Board member in charge of the Chemicals & Materials business segment, which was previously led by Executive Board Chairman Alfred Stern. She has been in this position since February 1, 2023. Daniela Vlad is a manager with many years of international experience in the chemicals business and in leading strategic transformations. She brings chemical and financial expertise and experience in the field of sustainable technical solutions, which are indispensable for profitable growth with emphasis on sustainability and innovation.

Finally, at their meeting on December 13, 2022, the Supervisory Board appointed Berislav Gaso as Executive Board member for the Energy business segment, effective from March 1, 2023. On the same day, Johann Pleininger handed in his resignation with effect from the end of 2022. To bridge the two-month gap, the Supervisory Board entrusted Reinhard Florey with running the Energy agenda. Berislav Gaso is a proven energy expert with extensive international experience of major transformations, and takes responsibility for exploration and production activities in 13 countries.

»In 2022, we launched the largest transformation in the Company’s history. The decisions taken around strategy, structure, and management will pave the way for a more sustainable future.«

MARK GARRETT
Chairman of the Supervisory Board

There were also changes to the Supervisory Board in 2022. At the Annual General Meeting of June 3, 2022, Edith Hlawati, Robert Stajic, and Jean-Baptiste Renard were elected to the Supervisory Board. Christine Catasta, Christoph Swarovski, and Cathrine Trattner resigned from the Supervisory Board. Edith Hlawati took on the role of the first Deputy Chairwoman of the Supervisory Board.

There was one change to the employee representatives during 2022. Mario Mayrwöger was elected as successor to Gerhard Singer on the Supervisory Board with effect from June 7, 2022.

Supervisory Board activities

The Supervisory Board carried out its activities during the financial year with great care and in accordance with the law, the Company’s Articles of Association, and the Internal Rules. It oversaw the Executive Board’s governance of OMV and advised it in decision-making processes on the basis of detailed written and verbal reports as well as constructive discussions between the Supervisory Board and the Executive Board.

Following the Supervisory Board sign-off, the Executive Board presented the Strategy 2030 at the Capital Markets Day in March. The aim of the strategy is for OMV to evolve into an integrated provider of sustainable fuels, chemicals, and materials with a strong focus on solutions for the circular economy, and to achieve its goal of net zero emissions by 2050.

The Sustainability and Transformation Committee of the Supervisory Board, founded at the end of 2021, got to work in 2022. During four meetings, it addressed topics related to ESG, with the focus naturally being on climate issues. The committee supports and oversees the transformation toward a more sustainable business model.

As Chairman of the Supervisory Board of a listed company, I really value discussions with, and feedback from, investors. After two years of only being able to hold virtual meetings because of COVID-19, it was such a pleasure to combine those virtual sessions with meetings in person with our large institutional investors, a voting rights consultant, and two climate-protection-related associations of investors in Frankfurt and London in December 2022 as part of a Governance Roadshow. The feedback we received reinforced our commitment to our transformation strategy and confirmed our focus on ESG topics.

As in the past, training specifically designed for the Supervisory Board took place in 2022. The Supervisory Board’s annual self-assessment, based on surveys, was supported by an external consultancy firm. The results are used to help decide which issues and activities to prioritize in 2023.

Activities of Supervisory Board committees

In 2022, the Presidential and Nomination Committee was mainly occupied with preparing to make decisions about appointments to the Executive Board for the Fuels & Feedstock, Chemicals & Materials, and Energy business segments. Furthermore, it focused on the issue of long-term Executive Board succession planning.

The Remuneration Committee handled the updates to the Remuneration Policy for the Executive Board, also taking into account feedback from the capital markets. It also discussed and agreed on the contractual conditions for the new members of the Executive Board, and the termination agreements for the Executive Board members who resigned.

At the Annual General Meeting 2022, in addition to being presented with the Remuneration Reports for the Executive Board and Supervisory Board, shareholders were able to vote on the revised Remuneration Policy for the Executive Board. In this policy, the performance criteria and all variable remuneration elements had been adjusted according to the new Strategy 2030, and ESG criteria were more strongly weighted.

In 2022, the Audit Committee looked at important topics related to accounting processes, the internal audit program, risk management, and the Group’s internal control system. The OMV Group’s long-standing annual auditor, Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H., was present at every meeting of the Audit Committee with one exception – the meeting that took place as part of the selection process for the Group’s auditor where other auditing companies were presenting to the committee. At the ordinary Annual General Meeting in 2023, the election of a new auditing company will be on the agenda.

Meetings of the Portfolio and Project Committee are held regularly prior to the meetings of the Supervisory Board. The committee used its meetings in 2022 to prepare decisions regarding key investment and M&A projects on the basis of extensive information and intensive discussions.

The newly formed Sustainability and Transformation Committee met four times in 2022. Its tasks include overseeing the strategy in terms of sustainability, ESG standards, performance, and processes, including HSSE and climate protection in particular.

Further details regarding the activities of the Supervisory Board and its committees can be found in the (Consolidated) Corporate Governance Report.

Annual financial statements and dividend

Following a comprehensive audit and discussions with the auditor during meetings of the Audit Committee and the Supervisory Board, the Supervisory Board has approved the Directors’ Report and the Consolidated Annual Report pursuant to section 96(1) of the Austrian Stock Corporation Act, as well as the Annual Financial Statements and the 2022 Consolidated Annual Financial Statements pursuant to section 96(4) of the Austrian Stock Corporation Act. Both the Annual Financial Statements and the Consolidated Annual Financial Statements for 2022 received an unqualified opinion from the auditing company Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. The Supervisory Board also approved the (Consolidated) Corporate Governance Report reviewed by both the Supervisory Board and the Audit Committee as well as the (Consolidated) Report on Payments Made to Governments. The Supervisory Board found no issues during the audits.

Following its review, the Supervisory Board considered appropriate the Executive Board’s proposal to the Annual General Meeting to distribute (i) a regular dividend of EUR 2.80 per share, which corresponds to an increase of EUR 0.50 over the previous year, and (ii) a special dividend of EUR 2.25 per share, and supported this resolution proposal. The remaining amount of the net profit after the dividend distribution will be carried forward to new account. The Supervisory Board will review the separate consolidated non-financial report (Sustainability Report) individually, and this report will be published separately after the Annual Report together with the corresponding Supervisory Board report.

On behalf of the entire Supervisory Board, I would like to thank the Executive Board and all employees for their commitment and extremely successful work in the 2022 financial year, which was marked by so much uncertainty. I would like to give special thanks to OMV’s shareholders for their continued trust as well as to all of OMV’s customers and partners.

Vienna, March 9, 2023

For the Supervisory Board

Mark Garrett m.p.