35. 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. On February 28, 2024, following all conditions under the share purchase agreement between Mubadala Petroleum and Petrochemicals Holding Company (MPPH) and Abu Dhabi National Oil Company P.J.S.C. (ADNOC) having been fulfilled, all shares in OMV Aktiengesellschaft were transferred from MPPH to ADNOC. Consequently, Österreichische Beteiligungs AG (ÖBAG), Vienna, holds an interest of 31.5% and Abu Dhabi National Oil Company P.J.S.C., Abu Dhabi, holds an interest of 24.9% in OMV Aktiengesellschaft; both are related parties under IAS 24.

In 2024 and 2023, 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.

Additional non-monetary transactions in the amount of EUR 5 mn took place with Erdöl-Lagergesellschaft m.b.H. in 2024 that are not disclosed in the above table under the position “Sales and other income” as these transactions are outside the scope of IFRS 15. They are consequently not shown as revenues in the Consolidated Income Statement as netting with expenses was applied (2023: EUR 51 mn).

Moreover, OMV recognized EUR 7 mn income from financial guarantees granted to equity-accounted investments (2023: EUR 5 mn). Further details see below.

As of December 31, 2024, undrawn financial commitments to Borouge 4 LLC totaling EUR 615 mn (December 31, 2023: 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 413 mn out of the total EUR 1,028 mn commitment had been drawn as of December 31, 2024. 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 1,228 mn plus interest. Based on the already drawn financing by Borouge 4 LLC, the guaranteed amount as of December 31, 2024, totaled EUR 1,009 mn (December 31, 2023: EUR 536 mn).

Borealis granted a guarantee for a Revolving Credit Facility (RCF) used by Bayport Polymers LLC (Baystar) as a liquidity instrument to conduct its ordinary course of business, which was utilized in the amount of EUR 82 mn plus interest at year-end (December 31, 2023: EUR 90 mn). The maximum amount of the credit facility is EUR 193 mn plus interest as of December 31, 2024 (December 31, 2023: EUR 181 mn), of which 50% (EUR 96 mn plus interest) is guaranteed by Borealis, while the remaining amount 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 for the full amount of the senior notes, which amounted to EUR 626 mn plus interest as of December 31, 2024 (December 31, 2023: EUR 588 mn). Additionally, in 2022 Borealis provided a parental guarantee for the lease of railcars by Bayport Polymers LLC with a maximum exposure of EUR 19 mn as of December 31, 2024 (December 31, 2023: EUR 20 mn).

In September 2024, OMV Petrom finalized the acquisition of 50% shares in the joint venture Electrocentrale Borzesti SRL, held together with RNV Infrastructure. Both partners plan to invest approximately EUR 1.3 bn in renewable energy projects according to the shareholders’ agreement, including a large portion of external financing. Therefore, part of the estimated investment will be financed by share capital increase and/or by shareholder loans granted to the joint venture equally by both partners, subject to obtaining the final investment decision for the respective projects. As of December 31, 2024, the loan receivable by OMV Petrom from Electrocentrale Borzesti S.R.L. amounted to EUR 25 mn.

The capital contribution payment of EUR 69 mn to Bayport Polymers LLC led to a decrease in other financial liabilities in 2024.

The contract liabilities toward Erdöl-Lagergesellschaft m.b.H. are related to a long-term contract for rendering of services.

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.

In 2024, OMV concluded a power purchase agreement with VERBUND for the supply of sustainable electricity obtained from hydropower for four years starting in January 2025.

Via ADNOC, 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 2024, there were supplies of goods and services, for instance to Abu Dhabi Company for Offshore Petroleum Operations Ltd, NOVA Chemicals Corporation (NOVA), and Abu Dhabi National Oil Company P.J.S.C. 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 33 – Share-based payments for details on Long-Term Incentive Plans and Equity Deferral.

In 2024, remuneration expenses for the Supervisory Board amounted to EUR 1.1 mn (2023: EUR 1.0 mn).