Dear Shareholders,
As the Chairman of the Supervisory Board, I am delighted to be addressing you about topics related to the Executive and Supervisory Boards.
In 2024, OMV delivered solid results in a difficult and volatile market environment with lower natural gas and oil prices, as well as lower refining indicator margin. This demonstrates the strength of our integrated business model – all the more so as the transformation process, underpinned by our Strategy 2030, was also driven forward sustainably under these challenging conditions. I want to congratulate management and the employees on this success, in which they have played an essential role. The termination of the long-term gas supply contract with Russia in December 2024 marks the beginning of a new chapter in the Company’s history. We are proud to continue making a reliable contribution to the security of energy supply through the successful, timely, and proactive diversification of gas supply sources.
Let’s take a look at the performance of the business segments: As in previous years, the high degree of diversification proved its worth in 2024. While lower prices and volumes led to a weaker result in the Energy business segment, the Chemicals business segment recovered significantly. Due to lower refining margins, the Fuels & Feedstock segment was unable to repeat the previous year’s strong result. We want our shareholders to benefit from this overall solid Group result and the strong financial situation. Based on our dividend policy in combination with the result, the Executive Board, and subsequently also the Supervisory Board, propose the distribution of an additional variable dividend alongside the progressive regular dividend. For you, dear shareholders, this means that we will propose the payment of a total dividend of EUR 4.75 per share to the Annual General Meeting for the financial year 2024.
Our key priorities in the Supervisory Board include strategy, Executive Board matters, governance topics, and the approval of major investment projects. Below, I would like to inform you about the Supervisory Board’s work i in 2024.
Composition of the Executive Board and Supervisory Board
After several personnel decisions in the previous year, 2024 proved to be a year of continuity in terms of Executive Board appointments, with no change in the composition of the Executive Board team. In June, the Supervisory Board decided to extend the contract of Chief Financial Officer Reinhard Florey until the end of June 2027. Reinhard Florey has held this position since 2016 and is therefore the longest-serving member of the OMV Executive Board team.
There were several changes to the shareholder representatives on the Supervisory Board in 2024. The change in ownership from Mubadala Petroleum and Petrochemicals Holding Company L.L.C. (Mubadala) to Abu Dhabi National Oil Company P.J.S.C. (ADNOC) was also reflected in the composition of the Supervisory Board. At the Annual General Meeting, two ADNOC managers, Khaled Salmeen and Khaled Al Zaabi, were elected to the Supervisory Board, while Saeed Al Mazrouei and Alyazia Ali Al Kuwaiti left the Supervisory Board at the same time. The long-standing Supervisory Board members Gertrude Tumpel-Gugerell and Karl Rose also left the Supervisory Board at the 2024 Annual General Meeting. They were succeeded by Dorothée Deuring and Patrick Lammers. In June 2024, Stefan Doboczky stepped down as a member of the Supervisory Board – but he has remained loyal to OMV Group and now heads Borealis AG as Chairman of the Executive Board, which was incompatible with his Supervisory Board mandate. There was no change in the employee representatives’ appointments to the Supervisory Board in 2024.
An economically challenging year, 2024 saw the newly restructured Supervisory Board focusing on its guiding control function in the transformation process of OMV.
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 management of the Company and advised it in decision-making processes on the basis of detailed verbal and written reports, as well as constructive discussions between the Supervisory Board and the Executive Board. Six regular and two extraordinary meetings of the Supervisory Board and 31 committee meetings were held in 2024. A comprehensive report by the Executive Board on business development and current topics, as well as reports from the committees, were a fixed component of every regular Supervisory Board meeting.
Feedback from investors plays an important role in the work of the Supervisory Board. As in previous years, the exchange between investors and the Supervisory Board was strengthened again in February 2024 at the Corporate Governance Roadshow. During numerous virtual and in-person meetings in Vienna and Frankfurt, I was able to answer questions from investors and proxy advisors on governance topics. The feedback we received reinforced our commitment to our transformation strategy and provided valuable input for our Supervisory Board work, for example regarding remuneration issues.
In 2024, bespoke training courses were held again for the Supervisory Board, with a particular focus on sustainability reporting requirements and information security. 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 topics and activities to prioritize in 2025.
Activities of Supervisory Board committees
The Supervisory Board made a significant personnel decision in 2024. The Presidential and Nomination Committee was therefore mainly occupied with the preparation of the decision on the extension of the CFO’s Executive Board mandate.
The Remuneration Committee dealt with matters such as the target achievements of the expired incentive plans and setting targets in the new plans. In addition, the remuneration policy for the Supervisory Board was revised and approved by the Annual General Meeting.
In 2024, the Audit Committee looked at important topics related to the accounting process, the internal audit program, risk management, and the Group’s internal control system. Representatives of OMV’s statutory auditor – KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna – attended every meeting of the Audit Committee.
Meetings of the Portfolio and Project Committee are held regularly prior to the meetings of the Supervisory Board. The committee used its meetings in 2024 to prepare decisions regarding key investment and M&A projects on the basis of extensive information and intensive discussions.
The Sustainability and Transformation Committee met four times in its third year since being established. Its tasks include overseeing the strategy in terms of sustainability, ESG standards, performance, and processes, including HSSE and climate action in particular.
Further details regarding the activities of the Supervisory Board and its committees, such as committee members, number of meetings, and attendance per committee, can be found in the (Consolidated) Corporate Governance Report.
Annual financial statements and dividend
Following a comprehensive review and discussions with the auditor during meetings of the Audit Committee and the Supervisory Board, the Supervisory Board approved the Annual Financial Statements, including the Directors’ Report, and the Consolidated Annual Financial Statements, including the Group Directors’ Report (this including the Consolidated Non-Financial Statement), which were submitted in accordance with Section 96(1) of the Austrian Stock Corporation Act. With this approval from the Supervisory Board, the 2024 Annual Financial Statements are adopted in accordance with Section 96(4) of the Austrian Stock Corporation Act. Both the Annual Financial Statements and the Consolidated Annual Financial Statements for 2024 received an unqualified opinion from the auditor, KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna. 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) Payments to Governments Report. The Supervisory Board did not identify any grounds for objection during the review.
Following its review, the Supervisory Board considered the Executive Board’s proposal to the Annual General Meeting to distribute (i) a regular dividend of EUR 3.05 per share, which corresponds to an increase of EUR 0.10 over the previous year, and (ii) a special dividend of EUR 1.70 per share as appropriate and supported this resolution proposal. The remaining amount of the net profit after the dividend distribution will be carried forward to new account.
On behalf of the entire Supervisory Board, I would like to express my appreciation of the members of the Executive Board and all employees for their commitment and successful work in the 2024 financial year. I would like to give special thanks to OMV’s shareholders, as well as our customers and partners, for their continued trust.
Vienna, March 20, 2025
For the Supervisory Board
Lutz Feldmann m.p.