37 – Related parties

Under IAS 24, details of relationships with related parties and related enterprises not included in consolidation must be disclosed. Enterprises and individuals are considered to be related if one party is able to control or exercise significant influence over the business of the other. Österreichische Beteiligungs AG (ÖBAG), Vienna, holds an interest of 31.5% and Mubadala Petroleum and Petrochemicals Holding Company L.L.C., (MPPH), Abu Dhabi, holds an interest of 24.9% in OMV Aktiengesellschaft; both are related parties under IAS 24.

In 2023 and 2022, there were the following arm’s-length supplies of goods and services (including the granting of licenses for the use of technologies belonging to the Group) between the Group and equity-accounted companies, excluding past gas purchases from OJSC Severneftegazprom, which were not based on market prices but on cost plus defined margin.

Additional sales transactions in the amount of EUR 51 mn took place with Erdöl-Lagergesellschaft m.b.H., which are not disclosed in the above table as netting with expenses was applied in the income statement.

As of December 31, 2023, undrawn financial commitments to Borouge 4 LLC totaling EUR 818 mn originated from a shareholder loan agreement (SHL) entered into on February 3, 2023, with Borealis AG as the lender and Borouge 4 LLC as the borrower to part finance the Borouge 4 CAPEX requirements of Borouge 4 LLC. EUR 148 mn out of the total EUR 967 mn commitment was drawn in 2023. The SHL is structured as a facility with a five-year tenor. Borealis retains the right to accelerate the repayment of the outstanding amounts at the point of reintegration into Borouge PLC. Furthermore, Borealis AG granted a guarantee for the funding of Borouge 4 LLC under the Italian Export Credit Agency agreement. The total guarantee amounts to EUR 1,155 mn plus interest. Based on the already drawn financing by Borouge 4 LLC, the guaranteed amount as of December 31, 2023 totaled EUR 536 mn plus interest.

Furthermore, Borealis granted a guarantee for a Revolving Credit Facility (RCF) used by Bayport Polymers LLC as a liquidity instrument to conduct its ordinary course of business, which was fully utilized at year-end. The maximum amount of the credit facility is EUR 181 mn plus interest, of which 50% (EUR 90 mn plus interest) is guaranteed by Borealis, while the remaining EUR 90 mn plus interest is guaranteed by the joint venture partner TotalEnergies.

In 2022, Bayport Polymers LLC repaid a loan to the Group, which was fully financed by two tranches of senior notes. Borealis provided a parental guarantee to Bayport Polymers LLC of EUR 588 mn plus interest for the full amount of the senior notes. Additionally, in 2022 Borealis provided a parental guarantee for the lease of railcars by Bayport Polymers LLC with a maximum exposure of EUR 20 mn (2022: EUR 15 mn).

Due to additional loan drawings, no undrawn financing commitments to Bayport Polymers LLC (December 31, 2022: EUR 46 mn) and Kilpilahden Voimalaitos Oy (December 31, 2022: EUR 10 mn) were reported as of December 31, 2023.

In 2023, a capital contribution to Bayport Polymers LLC amounting to EUR 92 mn was granted, of which EUR 68 mn was unpaid as of December 31, 2023, and shown as other financial liabilities.

The contract liabilities towards Erdöl-Lagergesellschaft m.b.H. are related to a long-term contract for rendering of services. In Q1/23, a non-financial liability toward Erdöl-Lagergesellschaft m.b.H. in the amount of EUR 27 mn was settled via returning goods.

Government-related entities

Based on the OMV ownership structure, the Republic of Austria has an indirect relationship with OMV via ÖBAG and is therefore, together with companies under the control of the Republic of Austria, considered a related party. In its normal course of business, OMV has arm’s length transactions mainly with Österreichische Post Aktiengesellschaft, VERBUND AG, Österreichische Bundesbahnen-Holding Aktiengesellschaft, Bundesbeschaffung GmbH, and their subsidiaries.

Via MPPH, OMV has an indirect relationship with the Emirate of Abu Dhabi, which, together with the companies under the control of Abu Dhabi, is also considered a related party. In 2023, there were supplies of goods and services, for instance to Compañía Española Distribuidora de Petróleos, S.A. (CEPSA), Abu Dhabi Company for Offshore Petroleum Operations Ltd, NOVA Chemicals Corporation (NOVA), and Abu Dhabi National Oil Company (ADNOC). Furthermore, OMV cooperates with ADNOC in several Exploration & Production arrangements and closed strategic equity partnerships with ADNOC, covering both the ADNOC Refining business and a Trading joint venture.

Key management personnel compensation

The members of the Executive Board and the members of the Supervisory Board are covered by directors and officers liability insurance (D&O) and criminal legal expenses insurance. A large number of other OMV employees also benefit from these two forms of insurance, and the insurers levy lump-sum premiums, which are not specifically attributed to the Board members.

See Note 34 – Share-based payments for details on Long-Term Incentive Plans and Equity Deferral.

In 2023, remuneration expenses for the Supervisory Board amounted to EUR 1.0 mn (2022: EUR 1.1 mn).