GOV-1 Role of the Administrative, Management and Supervisory bodies

OMV has a two-tier governance structure consisting of an Executive Board and a Supervisory Board. The Executive Board, composed of the CEO (who has also been appointed as Chairman of the Executive Board), CFO, Executive Vice President (EVP) Chemicals, EVP Fuels & Feedstock, and EVP Energy, is the highest managing body of the Company and is responsible for setting and implementing the Company strategy, including climate and other sustainability targets. The Executive Board holds meetings at least every two weeks to exchange information and issue decisions on all matters requiring plenary approval.

[ESRS-2-GOV-1.21a-1.21b] OMV’s Supervisory Board generally consists of ten members elected by the general meeting of shareholders (shareholder representatives) and five members delegated by the employee representation body (employee representatives). Following a resignation in June 2024, the Supervisory Board currently only consists of nine shareholder representatives. One of the Supervisory Board members serves as Chairperson after being elected by the Supervisory Board.

The Supervisory Board appoints members of the Executive Board, monitors and supervises its decisions, and advises the Executive Board on relevant matters, including strategy development. Certain decisions made by the Executive Board are subject to approval by the Supervisory Board. The Supervisory Board also assesses the performance of the Executive Board, including on sustainability criteria. The Executive Board reports to the Supervisory Board on a regular and ad hoc basis. [ESRS 2-GOV-1.22] As shown in more detail in the chapter Roles and Responsibilities, the Supervisory Board appoints among its members qualified expert committees that support its decision-making process. The Chairman of OMV’s Supervisory Board regularly receives external feedback on the OMV Group’s strategy, for example through the Corporate Governance Roadshows they attend or at the Annual General Meeting, among other events.

The management of the Company is vested with the Executive Board. Members are appointed by the Supervisory Board for a period of up to five years; re-appointments are possible. Currently, the Executive Board comprises four members whose tenure runs as follows:

• Alfred Stern (CEO), contractual term of office: September 1, 2021–August 31, 2026
• Reinhard Florey (CFO), contractual term of office: July 1, 2016–June 30, 2027
• Martijn Arjen van Koten (Executive Vice President Fuels & Feedstock and, following Daniela Vlad’s resignation from the Executive Board, also ad-interim Executive Vice President Chemicals effective March 1, 2025), contractual term of office: July 1, 2021–June 30, 2026
• Berislav Gašo (Executive Vice President Energy), contractual term of office: March 1, 2023–February 29, 2028

Daniela Vlad was a member of the Executive Board as Executive Vice President Chemicals until February 28, 2025, which is the effective date of her resignation from the Executive Board.

Experience and Expertise

[ESRS-2-GOV-1.21c] The administrative, management, and supervisory bodies at OMV have a broad range of sector-relevant experience and international expertise:

Executive Board

Members of the Executive Board who served on the Executive Board during 2024 are of three different nationalities, showcasing extensive international management experience in all relevant business segments:

• Alfred Stern has been the Chairman of the Executive Board and Chief Executive Officer of OMV AG since September 2021. Prior to joining OMV Aktiengesellschaft in April 2021 as board member for Chemicals, Alfred Stern was the CEO of Borealis from July 2018. During his tenure of 14 years, Stern held a series of other executive positions at Borealis, latterly as a board member for Polyolefins and Innovation & Technology. He started his career at DuPont de Nemours, which was just the beginning of his extensive international experience in Switzerland, Germany, and the US across research and development, sales and marketing, and quality and business management.
• Reinhard Florey: Since July 1, 2016, Reinhard Florey has been the CFO of OMV Aktiengesellschaft. He started his career in corporate consulting and strategy consulting. From 2002 to 2012 he worked in a number of positions worldwide for thyssenkrupp Steel. His most recent post prior to joining OMV was as CFO and deputy CEO of Outokumpu.
• Daniela Vlad has been a member of the Executive Board of OMV Aktiengesellschaft since February 1, 2023, until February 28, 2025, and served as Executive Vice President Chemicals. She has held management positions at Shell and Philips, and most recently, before her tenure at OMV, was responsible for the management of key global business areas such as powder coatings and industrial coatings at AkzoNobel. Thanks to her many years of international experience in the chemical business and in leading strategic transformations, Daniela Vlad combines chemical and financial know-how with experience in the field of sustainable technical solutions.
• Martijn Arjen van Koten has been a member of the OMV Aktiengesellschaft Executive Board since July 1, 2021, and is responsible for the Fuels & Feedstock division. He began his professional career at Shell in 1994, taking on several management and technical positions in the refining and downstream business in the UK, Germany, and the Netherlands. From 2004, Martijn van Koten assumed Manufacturing Site General Manager positions at Shell in Sweden and Singapore, before becoming Vice President Manufacturing East & Middle East in Singapore in 2009 and Vice President Supply & Distribution Americas in the United States in 2013. In 2013, Martijn van Koten joined Borealis as Executive Board Member Operations, HSE & PTS. From 2018 to June 2021, he served as Borealis’ Executive Board Member Base Chemicals & Operations.
• Berislav Gašo: On March 1, 2023, Berislav Gašo assumed his role of member of the Executive Board of OMV Aktiengesellschaft, where he is responsible for the Energy division. He held various management positions in the MOL Group after working as a junior partner at McKinsey & Company. Most recently, he served as the Executive Vice President in charge of the MOL Group’s Exploration & Production division.

Supervisory Board

[ESRS-2-GOV-1.21c] The members of the Supervisory Board elected by the shareholders in a general meeting (shareholders’ representatives) have significant experience in leading roles across various sectors:

• Lutz Feldmann is an independent business consultant and chairman of the supervisory boards of EnBW Energie Baden-Württemberg AG and Thyssen’sche Handelsgesellschaft mbH. During the course of his over 40-year career span, Lutz Feldmann has held various executive and management positions at Aral AG, BP AG (Germany), and E.ON AG (marketing, retail, and corporate management).
• Edith Hlawati was appointed as CEO of Österreichische Beteiligungs AG (ÖBAG), a holding company that manages the shares of the Republic of Austria in various companies, in 2022. Prior to joining ÖBAG, Edith Hlawati’s career as a registered attorney and managing/senior partner of one of the leading corporate law firms in Austria focused on stock corporation law, corporate governance, capital market law, mergers and acquisitions, and banking and finance. Edith Hlawati holds supervisory board seats at VERBUND AG (deputy chairwoman), Telekom Austria AG (chairwoman), and EuroTeleSites AG.
• Khaled Salmeen is Chief Executive Officer Downstream at the Abu Dhabi National Oil Company (ADNOC). After his employment as deputy plant manager at Borouge, he became a project manager at the Abu Dhabi Future Energy Company. He later served as COO of Tabreed, CEO of Khalifa Industrial Zone Abu Dhabi, and Executive Director of Marketing, Supply, and Trading at ADNOC. Khaled Salmeen holds board seats in multiple companies of the ADNOC Group.
• Khaled Al Zaabi is CFO of the Abu Dhabi National Oil Company Group. Prior to emerging as the Group CFO, he was the Senior Vice President for financial planning, budgeting, and reporting. He serves as a board member in various listed and non-listed companies of the ADNOC Group.
• Dorothée Deuring is the CEO of Deuring Corporate Advisory. Having initially trained as a chemist, she gained substantial knowledge in the business and corporate world during her employment as a strategy consultant at McKinsey & Company and as the Managing Director for investment at CoCap AG. Subsequently, she became the Vice Director for corporate development at F. Hoffmann La Roche AG. At Bankhaus Sal. Oppenheim, she supervised the chemical and health care M&A department as a Managing Director. Dorothée Deuring worked at UBS AG as the head of the Europe Corporate Advisory Group. She held numerous board seats in the past and currently serves as a board member at Elementis plc, Temenos SA, and Cornucopia SIVAC.
• Patrick Lammers is the CEO of Skyborn Renewables GmbH. At Royal Dutch Shell, he took on roles such as Global Business Development Manager and Commercial Director. He then became the CEO of Dyson Group plc in the United Kingdom and worked for AEA Investors in the USA. Upon his return to Europe, he worked for the Essent N.V. group, including tenures as Chief Commercial Officer and Chief Executive Officer. Additionally, he also served as the Senior Vice President for digital transformation and the Executive Senior Vice President for retail at innogy SE. He was on the board of management of E.ON SE until May 2024.
• Jean-Baptiste Renard is an independent business consultant who worked for BP plc for over 20 years. His roles ranged from operational retail roles and supply to marketing. He was also the supply manager for Europe and the group’s vice president for business marketing and new markets. In his last years at BP plc, he was the regional group vice president for Europe and Southern Africa. Jean-Baptiste Renard is a founding partner of 2PR Consulting and holds various positions as a non-executive board member, including at Exolum group. Until 2022, he also served as non-executive director of Neste.
• Elisabeth Stadler holds supervisory board positions at voestalpine AG, Österreichische Post AG (chairwoman) and Andritz AG (deputy chairwoman). Elisabeth Stadler spent her professional career in the insurance industry, including positions as board member of UNIQA Personenversicherung AG and Raiffeisen Versicherung AG. Elisabeth Stadler served as the CEO of Ergo Versicherungsgruppe AG, Donau Versicherung AG, and most recently of VIG Vienna Insurance Group AG (until June 2023).
• Robert Stajic is Executive Director of Österreichische Beteiligungs AG (ÖBAG) and has a board seat at VERBUND AG. He was also Engagement Manager at McKinsey & Company. At OMV Aktiengesellschaft, he worked as a member of the transformation office and was head of procurement steering and services. Furthermore, he was also a business partner for corporate strategy for the upstream division. Following his career at OMV Aktiengesellschaft (from 2013 to 2018), he became director of corporate development (strategy) and transformation at Semperit AG.
• Stefan Doboczky, who resigned from the Supervisory Board in June 2024, was CEO of the Heubach Group. In the past, he held various management positions in the DSM Group and was appointed member of the board of Royal DSM, Netherlands and Singapore, between 2011 and 2015. From 2015 to 2021, he served as CEO of Lenzing AG.
• Karl Rose, whose appointment as a Supervisory Board member of OMV Aktiengesellschaft expired with effect from the end of the General Meeting held on May 28, 2024, started his career at Royal Dutch Shell, where he rose to the role of Chief Strategist, which he held until 2010. Karl Rose has been a professor of strategic management and applied business economics at the Karl-Franzens University of Graz, Austria, since 2010 and held various other positions, including Senior Director Policy and Scenarios at the World Energy Council. From 2017 to 2022, he was a strategy advisor of the Abu Dhabi National Oil Company (ADNOC), U.A.E. Karl Rose is also chairman of the supervisory board of Energie Steiermark AG.
• Gertrude Tumpel-Gugerell, whose appointment as Supervisory Board member of OMV Aktiengesellschaft expired with effect from the end of the General Meeting held on May 28, 2024, pursued her career in the Oesterreichische Nationalbank (OeNB), the central bank of the Republic of Austria, where she rose to the position of Vice Governor, which she held from 1998 to 2003. From 2003 to 2011, Ms. Tumpel-Gugerell was a member of the executive board of the European Central Bank, responsible for market operations (until 2006), payment systems and market infrastructure, staff, budget, and organization. Furthermore, she is a member of the supervisory boards of Commerzbank Aktiengesellschaft, Vienna Insurance Group AG, and AT&S Austria Technologie & Systemtechnik Aktiengesellschaft.
• Alyazia Ali Al Kuwaiti, whose appointment as Supervisory Board member of OMV Aktiengesellschaft expired with effect from the end of the General Meeting held on May 28, 2024, was Executive Director for energy at Mubadala Investment Company and UAE Industries. Before that she held various leadership positions in International Petroleum Investment Company (IPIC) and GASCO Abu Dhabi Gas Industries Ltd.
• Saeed Al Mazrouei, whose appointment as Supervisory Board member of OMV Aktiengesellschaft expired with effect from the end of the General Meeting held on May 28, 2024, held leadership roles at Mubadala Investment Company (including deputy CEO responsible for direct investments) and most recently served as Managing Director and CEO of the Abu Dhabi Investment Council. He also had a board seat at Abu Dhabi Commercial Bank.

These individuals bring a wealth of expertise in executive positions, business consultancy, and leadership roles in major companies, which is relevant to OMV’s sectors and products.

[ESRS-2-GOV-1.23a] The administrative, management, and supervisory bodies at OMV ensure that appropriate skills and expertise are available or will be developed to oversee sustainability matters through several mechanisms. A self-assessment of the Supervisory Board to review the activities of the Supervisory Board and its Committees with support from an external consultant is performed on an annual basis. The 2024 assessment showed positive results overall. The Sustainability & Transformation Committee specifically, which concentrated on ESG compliance throughout 2024, received high ratings for its role in overseeing environmental processes and performance.

Through annual training programs on relevant topics, including ESG-related fields, the Supervisory Board gains the experience required to oversee ongoing and upcoming sustainability matters. For instance, in 2023, the program included an external presentation on the IPCC Sixth Assessment Report on Climate Change. In 2024, the Supervisory Board had a training session on the requirements of the CSRD and ESRS and a risk awareness training session focused on OMV’s Enterprise-Wide Risk Management program. The members of the Executive Board also participated in this training. In 2024, the Sustainability & Transformation Committee had deep dives on sustainability topics such as circularity and human rights. [ESRS-2-GOV-1.23b] The skills and experience within the Company are connected to sustainability impacts, risks, and opportunities through the qualifications and expertise of individuals involved in reviewing and proposing policy creation, actions, and targets. The 2024 training session for the Supervisory Board on the CSRD and ESRS also focused on the double materiality principle for identifying and assessing impacts and risks, as well as discussing the results of OMV’s materiality assessment.

Employee Representation

[ESRS-2-GOV-1.21b] The Supervisory Board incorporates employee representation through the employee representation body. Austrian law requires that for every two shareholder representatives, the employee representation body nominates one employee representative to serve on the Supervisory Board. If the number of shareholder representatives is uneven, an additional employee representative can be nominated by the employee representation body. Therefore, there are currently five employee representatives on the Supervisory Board, ensuring that the workforce’s interests and perspectives are represented in decision-making processes.

Board Diversity

[ESRS-2-GOV-1.21d] OMV falls within the scope of Section 86(7) of the Austrian Stock Corporation Act and, therefore, the Supervisory Board has to fulfill the minimum quota mentioned therein (i.e., 30% women and 30% men). Currently, six of the shareholder representative seats are held by men and three are held by women, meaning the minimum quotas required by law are currently fulfilled.

The Supervisory Board of OMV Aktiengesellschaft comprised 63% male and 37% female members, with 25% aged below 50 and 75% aged over 50, while 68% were Austrian and 32% non-Austrian.

The Executive Board of OMV Aktiengesellschaft was composed of 80% male and 20% female members throughout the year 2024 and until February, 28, 2025, its members were 20% aged between 30 and 50 and 80% aged over 50. In terms of nationality, 40% of the Executive Board members were Austrian and 60% were non-Austrian throughout the year 2024 and until February, 28, 2025.

Independence

[ESRS-2-GOV-1.21e] All (100%) shareholders’ representatives on the Supervisory Board have declared their independence from the Company in line with the criteria of independence published on the OMV website. If conflicts of interest should arise with respect to certain matters, the dedicated legal regime under Austrian law applies. The affected Supervisory Board member has to disclose the conflict of interest and, depending on the intensity of the conflict, further measures are taken (ranging from the member concerned refraining from voting on the matter to as far as the affected member not being allowed to receive information on the matter and participate in group discussions about it).