Auditor’s Report¹

Report on the Consolidated Financial Statements

Audit Opinion

We have audited the consolidated financial statements of

OMV Aktiengesellschaft, Vienna,

and its subsidiaries (the Group), which comprise the Consolidated Statement of Financial Position as of December 31, 2023, 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 year then ended, and the Notes to the Consolidated Financial Statements, except for “Oil and Gas Reserve Estimation and Disclosures (unaudited)”.

In our opinion, the consolidated financial statements comply with the legal requirements and present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU, and the additional requirements pursuant to Section 245a UGB (Austrian Commercial Code) as well as other legal or regulatory requirements.

Basis for our Opinion

We conducted our audit in accordance with the EU Regulation 537/2014 (“AP Regulation”) and Austrian Standards on Auditing. These standards require the audit to be conducted in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities” section of our report. We are independent of the audited Group in accordance with Austrian company law and professional regulations, and we have fulfilled our other responsibilities under those relevant ethical requirements. We believe that the audit evidence we have obtained up to the date of the auditor’s report is sufficient and appropriate to provide a basis for our audit opinion on 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. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, however, we do not provide a separate opinion thereon.

Disclosures on the effects of climate change and the energy transition

Refer to Note 2 – Effects of climate change and the energy transition.

Risk for the Consolidated Financial Statements

As part of its strategy 2030 presented in 2022, the Group is fully committed to supporting and accelerating the energy transition. The Group aims to achieve carbon neutrality by 2050.

In Note 2 of the consolidated financial statements the Group describes how the management considers both climate-related impacts and emission reduction targets in key areas of the consolidated financial statements and how this impacts the valuation of assets and measurement of liabilities.

OMV considers two different scenarios:

• the base case, whose assumptions in terms of demand and oil and gas prices are consistent with IEA announced pledges scenario (APS), is used for the mid-term planning as well as for estimates for various areas of the consolidated financial statements, including impairment testing of non-financial assets and the measurement of provisions; and
• the “net zero emissions by 2050” case, whose assumptions are consistent with the IEA net zero emissions (NZE) scenario, is used to perform a sensitivity analysis for the valuation of non-financial assets and the measurement of provisions.

These scenarios differ in the underlying expectations about the pace of the future worldwide decarbonization and lead to different assumptions for demand and prices of oil and gas as well as CO₂ prices.

The main areas impacted by the effects of climate change and the energy transition are:

• the recoverability of assets;
• the useful lives of assets; and
• the valuation of provisions for decommissioning and restoration obligations.

The disclosures on the above areas have high public attention and involve a high degree of judgment and significant macroeconomic assumptions. Therefore, we have identified the disclosures on the effects of climate change and the energy transition as a key audit matter.

Our response

We evaluated the disclosures on the effects of climate change and the energy transition as follows:

• We assessed the design and implementation of internal controls in the estimation process, with a focus on how the effect of climate change and net zero commitment was considered for the key assumptions in the impacted areas of the consolidated financial statements.
• We implemented a climate change panel comprising a group of experienced international KPMG partners with specific climate change, technical audit and accounting expertise to provide an independent challenge to our key decisions and conclusions with respect to the key assumptions to this key audit matter.
• We performed inquiries to understand the impacts of the net zero commitment and climate-related risks on the consolidated financial statements.
• We evaluated whether the impact of net zero commitment, as assessed by the Group, was reflected in the respective assumptions applied in the measurement of recoverable amount of assets, the useful lives of assets, and the valuation of provisions for decommissioning and restoration obligations.
• We compared the assumptions for oil and gas as well as CO₂ prices used in the sensitivity analysis with publicly available information (the IEA net zero emissions scenario).
• We read the Sustainability Report and assessed whether there are inconsistencies between this report and the consolidated financial statements on climate-related issues.
• We evaluated the accuracy, completeness, and relevance of these disclosures in the consolidated financial statements.

Recoverability of oil and gas assets in property, plant, and equipment

Refer to Note 2 – Effects of climate change and the energy transition, Note 3 – Accounting policies, judgments, and estimates, Note 8 – Depreciation, amortization, impairments, and write ups, and Note 17 – Property, plant, and equipment.

Risk for the Consolidated Financial Statements

The carrying value of oil and gas assets in property plant, and equipment amounts to EUR 8,927 mn as of December 31, 2023.

The assets’ operational performance and external factors have a significant impact on the estimated future cash flows and therefore the recoverable amount of the oil and gas assets. The recoverable amount is highly judgmental and complex to estimate. The key assumptions considered by the Group in assessing the value in use include oil and gas prices, CO₂ prices, oil and gas reserves, and discount rates. As described in Note 2 and Note 3.2.j, these significant assumptions are forward-looking and can be affected by future economic and market conditions, including matters related to climate change and the energy transition.

The Group recorded a net impairment reversal of EUR 57 mn on oil and gas assets in property, plant, and equipment as of December 31, 2023.

There is a risk for the consolidated financial statements that the valuation of oil and gas assets in property, plant, and equipment is misstated.

Our response

We assessed the recoverability of oil and gas assets in property, plant, and equipment as follows:

• We obtained an understanding and evaluated the design and implementation of key internal controls over the process for evaluating the recoverable amount of oil and gas assets. Our work included testing control activities over the identification of triggering events and the determination of key management assumptions underlying the recoverable amount of the assets tested.

Future cash flows

• We compared the main assumptions (future oil and gas prices, future CO₂ prices, production volumes, future production costs) used within the future cash flow models to those included in mid-term planning approved by the Supervisory Board.
• We assessed the consistency of the assumptions on future productions costs by calculating cost-to-production ratios and comparing them year over year.

Price assumptions

• We assessed the reasonableness of future short and long-term oil and gas price assumptions by comparing these to publicly available industry information, especially the IEA’s announced pledges scenario and those adopted by other energy companies.
• We examined the CO₂ price assumptions included in the future cash flows by comparing them with current market data and publicly available information (especially from the IEA).

Oil and gas reserves

• We obtained an understanding of the Group’s Petroleum Resource Evaluation Standard and performed a walkthrough of the reserve estimation process and controls.
• We assessed the competence, authority, and objectivity of internal reservoir engineers responsible for estimating oil and gas reserves through understanding their relevant professional qualifications and experience.
• We compared production forecasts to the internal evaluations of proved and probable oil and gas reserves.
• We reviewed for selected assets prior period reserve estimates made by the independent expert DeGolyer & MacNaughton and inquired differences to internal estimations.
• We inquired for selected assets the reasons for significant changes in oil and gas reserves.

Discount rates

• With the assistance of our valuation specialists, we assessed input assumptions for determining discount rates by comparing them with market and industry-specific benchmarks.

Other procedures

• We assessed the management’s identification of indicators for impairments and reversals of impairment.
• We assessed the determination of cash generating units based on how cash flows are generated and based on industry practice.
• We verified the mathematical accuracy of the cash flow models.
• We assessed the adequacy of the disclosures in the consolidated financial statements.

Recoverability of equity-accounted investments

Refer to Note 3 – Accounting policies, judgments, and estimates, Note 8 – Depreciation, amortization, impairments, and write-ups, and Note 18 – Equity-accounted investments.

Risk for the Consolidated Financial Statements

The carrying value of equity-accounted investments amounts to EUR 6,668 mn as of December 31, 2023, including mainly ADNOC Refining and Trading CGU (Abu Dhabi Oil Refining Company and ADNOC Global Trading LTD), “Borouge investments” (Borouge PLC and Borouge 4 LLC) and Baystar (Bayport Polymers LLC).

The assessment of the recoverable amount of equity-accounted investments requires judgment and estimates in the following areas:

• determining whether there is an indication that the investment should be impaired, or there is an indication that an impairment loss recognized in prior periods may no longer exist or may have decreased; and
• measuring any such impairment loss or impairment reversal.

The key assumptions considered by the Group in assessing the recoverable amount of the equity-accounted investment Baystar include margin forecasts, future production volumes, discount rates as well as perpetual growth rates. Despite the successful operational launch of the cracker of Baystar in 2022 there is still a risk remaining in relation to cash flow projections due to equipment calibration of the cracker and the operational launch of the polymerization plant “Bay 3”. In order to address this risk, the Group estimates the recoverable amount using the discounted cash flow method. Given the complexity of the impairment model, the estimation uncertainty over input data and parameters used and the immanent judgment, the recoverability of the equity-accounted investment Bay-star is considered as a key audit matter.

For the investment Borouge PLC, which is listed on the Abu Dhabi stock exchange, there is a risk that the market value will fall below the carrying amount of the investment.

For the investment Borouge 4 LLC, which is in the process of constructing a chemical plant in Abu Dhabi, there is a risk of significant delays in the construction of the plant.

For the ADNOC Refining and Trading CGU there is a risk that an existing indicator for impairment is not de-tected.

Overall, there is a risk for the consolidated financial statements that the valuation of equity-accounted investments is misstated.

Our response

We assessed the recoverability of equity-accounted investments as follows:

• We obtained an understanding over the process regarding the identification of indicators for impairment and the determination of key assumptions underlying the recoverable amount of the equity-accounted investments.
• We compared the carrying amount for Borouge PLC with the proportionate market capitalization.
• We used the Group’s documentation for Borouge 4 LLC to assess whether significant delays in the construction process had occurred and discussed with management.
• We assessed management’s analysis of indicators for impairment for the ADNOC Refining and Trading CGU.
• We assessed the adequacy of the disclosures in the consolidated financial statements.

For Baystar we performed the following steps:

• We compared the main assumptions for volumes sold and industry margins used within the future cash flow models to those included in available budgets.
• We analyzed margin forecasts with external market data and other publicly available information.
• We challenged the assumptions in the discounted cash flow model by performing a sensitivity analysis, considering a range of likely outcomes based on various scenarios.
• With the assistance of our valuation specialists, we assessed a range of reasonable input assumptions for determining discount rates and perpetual growth rates.
• We verified the mathematical accuracy of the valuation models.

Valuation of provisions for decommissioning and restoration obligations

Refer to Note 3 – Accounting policies, judgments, and estimates and Note 25 – Provisions.

Risk for the Consolidated Financial Statements

Provisions for decommissioning and restoration obligations of EUR 4,148 mn are recorded in the consolidated financial statements as of December 31, 2023.

As described in Note 3.2s, the Group’s core activities regularly lead to obligations related to dismantling and removal, asset retirement, and soil remediation activities. Most of these activities are planned to occur many years in the future and may also be affected by climate-risk matters and energy transition, while decommissioning technologies, costs, and regulations are constantly changing.

The estimation of provisions for decommissioning and restoration obligations is thus a judgmental area as it involves a number of key estimates related to future costs and timing of decommissioning, inflation, and discount rate assumptions.

There is a risk for the consolidated financial statements that the valuation of provisions for decommissioning and restoration obligations is misstated.

Our response

We assessed the valuation of provisions for decommissioning and restoration obligations as follows:

• We obtained an understanding, evaluated the design and implementation, and tested the operating effectiveness of key internal controls over the Group’s process to calculate the present value of the estimated future costs for decommissioning and restoration obligations in accordance with local regulation and requirements.
• We assessed the completeness and accuracy of the assets subject to decommissioning and restoration obligations, especially by understanding the process to determine whether a legal or constructive obligation exists at the reporting date and by comparing the significant additions to property, plant, and equipment to the Group’s assessment of new decommissioning and restoration obligations.

Future costs and timing of decommissioning

• We confirmed that the estimated dates used for decommissioning are consistent with assumptions in other areas, especially impairment testing on oil and gas assets and estimation of oil and gas reserves.
• We verified the supporting evidence for any material revision in cost estimates during the period.

Discount and inflation rates

• With the support of our valuation specialists, we analyzed inflation rates and discount rates by comparing them with market and industry-specific benchmarks.

Other procedures

• We tested the mathematical accuracy of the decommissioning and restoration obligation calculation.
• We assessed the adequacy of the disclosures in the consolidated financial statements.

Accounting for complex transactions in the gas supply and trading function

Refer to Note 3 – Accounting policies, judgments, and estimates, Note 30 – Risk Management, and Note 31 – Fair value hierarchy.

Risk for the Consolidated Financial Statements

The Group’s activities are exposed to a number of market risks including gas price and volume risks, which are managed using gas forward and future contracts, classified as derivative financial instruments or for which the own-use exemption is applied.

As of December 31, 2023, derivative assets related to gas sales and purchases were EUR 709 mn and derivative liabilities were EUR 386 mn.

We considered the accounting in the gas supply and trading function as a key audit matter due to the volume of gas supply and trading transactions, complexity of underlying accounting systems, significant judgements required for the own-use exemption application, and different types of transactions including those requiring offsetting adjustments due to the nature of the supply and trading contractual arrangements.

There is a risk for the consolidated financial statements that derivative assets and liabilities as well as provisions for contracts, for which the own-use exemption is applied, are misstated.

Our response

We evaluated the accounting for complex transactions in the gas supply and trading function as follows:

• We obtained an understanding, evaluated the design and implementation, and tested the operating effectiveness of key internal controls in the gas supply and trading function.
• We inspected significant long-term supply contract agreements.
• We evaluated the completeness, integrity, and accuracy of gas supply and trading transactional data.
• We assessed whether the methodology adopted for the accounting of gas trading and supply derivative financial instruments are consistent with IFRS 9 – Financial Instruments and IAS 32 – Financial Instruments: Presentation.
• We assessed the accounting treatment of different types of supply and trading portfolios.
• We recalculated the impact of offsetting adjustments impacting consolidated statement of financial position, consolidated income statement, and consolidated statement of comprehensive income.

Other Matter

The audit of the consolidated financial statements of OMV Aktiengesellschaft as of December 31, 2022, was performed by another auditor, who expressed an unqualified audit opinion on the consolidated financial statements dated March 9, 2023.

Other Information

Management is responsible for other information. Other information is all information provided in the annual report, other than the consolidated financial statements, the group management report and the auditor’s report.

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

In conjunction with our audit, it is our responsibility to read this other information and to assess whether, based on knowledge gained during our audit, it contains any material inconsistencies with the consolidated financial statements or any apparent material misstatement of fact.

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

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU, the additional requirements pursuant to Section 245a UGB (Austrian Commercial Code) as well as other legal or regulatory requirements and for such internal controls as management determines are necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Management is also 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 intents 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 audit opinion. Reasonable assurance represents a high level of assurance, but provides no guarantee that an audit conducted in accordance with the AP Regulation and Austrian Standards on Auditing (and therefore ISAs), will always detect a material misstatement, if any. Misstatements may result from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the AP Regulation and Austrian Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit.

Moreover:

• We identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, we design and perform audit procedures responsive to those risks and obtain sufficient and appropriate audit evidence to serve as a basis for our audit opinion. The risk of not detecting material misstatements resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or override of internal control.
• We obtain an understanding of internal controls 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 controls.
• We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• We 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 audit report to the respective note in the consolidated financial statements. If such disclosures are not appropriate, we will modify our audit 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.
• We evaluate the overall presentation, structure and content of the consolidated financial statements, including the notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• We obtain sufficient appropriate audit evidence regarding the financial information of the entities and 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, amongst other matters, the planned scope and timing of our audit as well as significant findings, including any significant deficiencies in internal control that we identify during our audit.
• We communicate to the Audit Committee that we have complied with the relevant professional requirements in respect of our independence, that we will report any relationships and other events that could reasonably affect our independence and, where appropriate, the related safeguards.
• From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit i.e. key audit matters. We describe these key audit matters in our auditor’s report unless laws or other legal regulations preclude public disclosure about the matter or when in very rare cases, we determine that a matter should not be included in our audit report because the negative consequences of doing so would reasonably be expected to outweigh the public benefits of such communication.

Report on Other Legal and Regulatory Requirements

Group Management Report

In accordance with Austrian company law, the Group management report is to be audited as to whether it is consistent with the consolidated financial statements and prepared in accordance with legal requirements.

Management is responsible for the preparation of the Group management report in accordance with Austrian company law and other legal or regulatory requirements.

We have conducted our audit in accordance with generally accepted standards on the audit of group management reports.

Opinion

In our opinion, the Group management report is consistent with the consolidated financial statements and has been prepared in accordance with legal requirements. The disclosures pursuant to Section 243a UGB (Austrian Commercial Code) are appropriate.

Statement

Based on our knowledge gained in the course of the audit of the consolidated financial statements and our understanding of the Group and its environment, we did not note any material misstatements in the Group management report.

Additional information in accordance with Article 10 AP Regulation

We were elected as auditors at the Annual General Meeting on May 31, 2023, and were appointed by the Supervisory Board on June 5, 2023 to audit the consolidated financial statements of the Group for the financial year ending on December 31, 2023.

We have been auditors of the Group since the consolidated financial statements at December 31, 2023.

We declare that our opinion expressed in the “Report on the Consolidated Financial Statements” section of our report is consistent with our additional report to the Audit Committee, in accordance with Article 11 AP Regulation.

We declare that we have not provided any prohibited non-audit services (Article 5 Paragraph 1 AP Regulation) and that we have ensured our independence throughout the course of the audit, from the audited Group.

Engagement Partner

The engagement partner is Mr Karl Braun.

Vienna, March 6, 2024

KPMG Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft

Karl Braun m.p.
Wirtschaftsprüfer
(Austrian Chartered Accountant)

¹ This English language audit report is a translation provided for information purposes only. The original German text shall prevail in the event of any discrepancies between the English translation and the German original. We do not accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.