32 – Share based payments Index26272829303132 Long Term Incentive (LTI) plans LTI plans with similar conditions are granted annually to the Executive Board and selected senior managers in the Group. At vesting date, shares will be granted to the participants. The number of shares is determined depending on the achievement of defined performance criteria. The defined performance criteria may not be amended during the performance period of the LTI plans. However – in order to maintain the incentivizing character of the program – the Remuneration Committee will have discretion (until LTI Plan 2020 for the Executive Board) to adjust the threshold/ target/maximum levels of the free cash flow in case of material changes in external factors such as oil and gas prices. The adjustment is possible in both directions and will be determined by the Remuneration Committee. The Executive Board has the discretion to adjust the thresholds/targets/maximum levels of the free cash flow for Senior Managers accordingly. Disbursement is made in cash or in shares. Executive Board members and senior managers as active participants of the plans are required to build up an appropriate volume of shares and to hold those shares until retirement or departure from the company. For senior managers, if the LTIP eligibility lapses, but they are still in an active employment with the company, the shareholding requirement expires when the last LTIP is paid out. The shareholding requirement is defined as a percentage of the annual gross base salary, for the Executive Board, and as a percentage of the respective Target LongTerm Incentive for the senior managers. Executive Board members have to fulfill the shareholding requirement within five years after the initial respective appointment. Until fulfillment of the shareholding requirement the disbursement is in form of shares whilst thereafter the plan participants can decide between cash or share settlement. As long as the shareholding requirements are not fulfilled the granted shares after deduction of taxes are transferred to a trustee deposit, managed by the Company. For share-based payments the grant date fair values are spread as expenses over the three years performance period with a corresponding increase in shareholders’ equity. In case of assumed cash-settlements a provision is made for the expected future costs of the LTI plans at statement of financial position date based on fair values. In 2021 Borealis introduced a LTI plan, which is harmonized with the above described LTI Plan. The shareholding requirement is only applicable to the Executive Board members of Borealis and not to senior managers. (XLSX:) Download Long Term Incentive Plans 2021 plan 2020 plan 2019 plan 2018 plan Start of plan 01/01/2021 01/01/2020 01/01/2019 01/01/2018 End of performance period 12/31/2023 12/31/2022 12/31/2021 12/31/2020 Vesting date 03/31/2024 03/31/2023 03/31/2022 03/31/2021 Shareholding requirement Executive Board Chairman 200% of annual gross base salary 200% of annual gross base salary 200% of annual gross base salary 200% of annual gross base salary Executive Board Deputy Chairman 175% of annual gross base salary 175% of annual gross base salary 175% of annual gross base salary 175% of annual gross base salary Other Executive Board members 150% of annual gross base salary 150% of annual gross base salary 150% of annual gross base salary 150% of annual gross base salary Senior managers 75% of the respective Target Long Term Incentive 75% of the respective Target Long Term Incentive 75% of the respective Target Long Term Incentive 75% of the respective Target Long Term Incentive Expected shares as of December 31, 2021 762,590 225,897 329,098 — Maximum shares as of December 31, 2021 861,806 467,641 391,119 — Fair value of plan (in EUR mn) as of December 31, 20211 36 11 16 — Provision (in EUR mn) as of December 31, 20211 9 5 12 — 1 Excluding incidental wage costs Equity Deferral The Equity Deferral serves as a long-term compensation instrument for the members of the Executive Board that promotes retention and shareholder alignment in OMV, combining the interests of management and shareholders via a long-term investment in restricted shares. The holding period of the Equity Deferral is three years from vesting. The plan also seeks to prevent inadequate risk-taking. The Annual Bonus is capped at 180% of the target Annual Bonus (until 2017: 200% of the annual gross salary). A minimum of one third of the Annual Bonus (until 2017: 50% of the granted Annual Bonus) is granted in shares. The determined bonus achievement is settled per March 31 following the period end whereby at the statement of financial position date the target achievements and the share price is estimated (the latter on basis of market quotes). In case of major changes in external factors such as oil and gas prices the Remuneration Committee can adjust the threshold, target and/or maximum levels (but not the criteria as such nor the vesting) for the Financial Targets of the Annual Bonus. The granted shares after deduction of taxes are transferred to a trustee deposit, managed by the Company, to be held for three years. In 2021 expenses amounting to EUR 3 mn were recorded with a corresponding increase in equity (2020: EUR 1 mn). (XLSX:) Download Personal investment held in shares1 12/31/2021 12/31/2020 12/31/2019 12/31/2018 Active Executive Board members Stern2 — — — — Pleininger 53,711 50,166 45,032 28,511 Florey 46,975 30,009 24,351 13,401 Skvortsova 1,166 — — — van Koten3 — — — — Former Executive Board members Seele 92,632 99,309 91,974 70,890 Gangl4 16,147 12,527 10,730 — Leitner 9,344 15,244 44,211 65,245 Total – Executive Board 219,975 207,255 216,298 178,047 Other senior managers 297,385 326,030 368,268 299,997 Total personal investment 517,360 533,285 584,566 478,044 1 Personal investment held in shares refer to open LTI plans as well as to Equity Deferral if shares are held in the OMV trustee deposit. 2 Alfred Stern joined the Executive Board effective April 1, 2021. 3 Martijn Arjen van Koten joined the Executive Board effective July 1, 2021. 4 Thomas Gangl took part in LTIP 2018 as a senior manager. In 2019 he took part in LTIP as both senior manager as well as Executive Board member. In LTIP 2020 he took part as Executive Board member. In 2021 he took part as both Executive Board member as well as senior manager. Total Expense In 2021 Borealis implemented a transitional LTI plan for 2021 and 2022 in order to bridge the cash gaps, that arise from migrating to the new three year plan, mentioned in the section ‘Long Term Incentive (LTI) plans’. Transitional LTIP allowances for 2021 and 2022 are measuring similar KPI’s as the three year plan for that specific year only and are settled in cash. Expenses related to all share based payment transactions are summarized in the below table. (XLSX:) Download Expenses related to share based payment transactions1 In EUR mn 2021 2020 Cash settled 28 (7) Equity settled 10 2 Total expenses arising from share based payment transactions 38 (5) 1 Excluding incidental wage costs schließen KPI Key Performance Indicator 31 – Result on financial instrumentsOther Information