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Report of the Supervisory Board

Dear Shareholders,

The past year was marked by numerous uncertainties despite economic growth. The societal effects of new coronavirus variants as well as supply bottlenecks and higher raw material costs put somewhat of a damper on the global economic upswing, particularly in the second half of the year. In addition we faced increasing geopolitical tensions which unfortunately culminated in the invasion of Ukraine in the first quarter of 2022.

In this challenging environment, the strength and robustness of OMV’s diversified portfolio and the advantages of the expanded value chain including chemical products once again proved their value, and we were able to generate record earnings. This is only partially due to the rise in oil and gas prices. Well over half of this result stems from the Refining & Marketing and especially the Chemicals & Materials businesses, which do not profit from high oil and gas prices. At its core, this success is attributable to the commitment and expertise of our employees, who optimally leveraged the many and varied market conditions – for oil and gas as well as our refinery and chemical products.

This remarkable success and OMV’s still extremely stable financial position are also reflected in the proposed progressive dividend of EUR 2.30 per share, by means of which you, dear shareholders, partake in OMV’s successes.

In the following, I would like to inform you about the Supervisory Board’s work during the 2021 financial year:

Composition of the Executive Board and Supervisory Board

On April 1, 2021, the reorganization of OMV Group approved by the Supervisory Board in February 2021 took effect. This entailed the former Refining & Petrochemical Operations business being divided into Refining on the one hand and Chemicals & Materials on the other hand. The Executive Board team welcomed a new member on April 1, 2021: Alfred Stern, responsible for Chemicals & Materials, including our circular economy activities. He joins OMV as a manager with extensive international experience in the chemical industry who not only ensured the excellent market positioning of Borealis’ polyolefin business but also furthered the company’s circular economy efforts in recent years. Thomas Gangl, OMV’s Executive Board member responsible for Refining & Petrochemical Operations, took the position of CEO of Borealis AG as of April 1, 2021.

The Refining business had been under the interim leadership of Elena Skvortsova, Executive Officer Marketing & Trading, up to June 30, 2021. On July 1, 2021, Martijn van Koten took over this position as Executive Board member. Van Koten possesses extraordinarily broad international management expertise in the refinery and chemical business and, along with the Executive Board team, will pursue the transformation of OMV’s refinery activities.

On April 26, 2021, former Executive Board Chairman and CEO, Rainer Seele, announced that he would not extend his Executive Board contract past June 30, 2022.

In its meeting on June 1, 2021, the Supervisory Board appointed Alfred Stern as his successor in the position of Executive Board Chairman and CEO effective September 1, 2021. Rainer Seele stepped down on August 31, 2021, by mutual agreement. On behalf of the entire Supervisory Board, I would like to thank Rainer Seele for his service to OMV and the further development of the Company. Rainer Seele and his Executive Board team were instrumental in reorganizing OMV’s portfolio, significantly increasing the Company’s profitability, and therefore putting in place good conditions for the transformation of OMV. At the same time, he spearheaded the Borealis deal, taking the first major, strategic step in this transformation process. In recruiting Alfred Stern, we succeeded in bringing on board as our new Executive Board Chairman and CEO an international chemical industry executive with substantial experience and knowledge in circular economy innovation.

In 2021, some changes were also made to the Supervisory Board. Mansour Mohamed Al Mulla stepped down effective at the end of the Annual General Meeting on June 2, 2021, and Saeed Al Mazrouei was elected his successor serving as Second Deputy Chairman of the Supervisory Board. Following Thomas Schmid’s resignation, Christine Catasta was elected to the Supervisory Board at the extraordinary General Meeting on September 10, 2021. She holds the position of First Deputy Chairwoman of the Supervisory Board.

There were changes on the part of the employee representatives in 2021 as well. Effective January 18, 2021, Nicole Schachenhofer and Hubert Bunderla were nominated as new members of the Supervisory Board. Herbert Lindner stepped down as of August 31, 2021, and Alexander Auer was appointed to the Supervisory Board as his successor as of September 1, 2021.

Mark Garrett, Chairman of the Supervisory Board (photo)

»In this challenging economic environment, the strength and robustness of OMV’s diversified portfolio and the advantages of the expanded value chain including chemical products once again proved their value.«

Chairman of the Supervisory Board

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 governance of OMV and advised it in decision-making processes on the basis of detailed written and verbal reports as well as constructive discussions between the Supervisory Board and the Executive Board.

The EUR 2 billion divestment program begun by OMV in 2021 continued successfully in this year: The program involves the sale of our shares in Gas Connect Austria GmbH, our retail and commercial business in Slovenia, and our filling stations in Germany, as well as the sale of our E&P business in Kazakhstan, oil fields in Malaysia, and our 25-percent interest in the offshore Wisting oil field in Norway. The divestment of the Wisting oil field underscores OMV Exploration & Production GmbH’s strategy of increasing the share of gas over oil to reduce the carbon intensity of the product portfolio. Moreover, the final investment decision was made in 2021 to build a chemical recycling demo plant based on OMV’s patented ReOil® technology. This was another step in the development of a full-scale commercial plant and an important milestone toward a circular economy and reducing CO2 emissions.

In December, the Supervisory Board and Executive Board of OMV agreed the basic points of the Strategy 2030. The details are being worked out and will be presented in the first quarter of 2022. The strategy’s aim is for OMV to continue to grow as an integrated energy, fuel, and chemical company while becoming more sustainable and focusing on the circular economy, ultimately achieving net-zero emissions by 2050.

On November 1, 2021, the Supervisory Board established a new Sustainability and Transformation Committee. The Sustainability and Transformation Committee will hold its first formal meeting in 2022 and address all issues relevant to ESG considerations, particularly the challenges of climate change. The Committee serves to support and monitor OMV’s transformation process and transition to a more sustainable business model.

The Supervisory Board, and especially I as Chairman of the Supervisory Board, attach great importance to an intensive exchange with investors. In November and December, I therefore worked with Investor Relations to hold a number of discussions with our major institutional investors and a proxy advisor as part of our governance roadshow, which took place virtually this time due to COVID-19.

As in the past, trainings specifically designed for the Supervisory Board took place in 2021. The Supervisory Board’s annual self-assessment, based on surveys, was supported by an external consultant. The results are used to help decide which issues and activities to prioritize in 2022.

Activities of Supervisory Board committees

The Presidential and Nomination Committee placed particular focus on the preparation of the decisions regarding the Executive Board mandates for the Chemicals & Materials and Refining businesses, and the position of Executive Board Chairman and CEO. Furthermore, it focused on the issue of long-term Executive Board succession planning.

In 2021, the Remuneration Committee handled issues concerning the appropriateness of the amount and structure of Executive Board remuneration in line with regulatory requirements and market practice. In particular, the contract terms for the new Executive Board members and separation agreements with the Executive Board members stepping down were discussed and agreed.

Shareholders were for the first time presented the Remuneration Report revised to reflect the new provisions of stock corporation law for approval at the 2021 Annual General Meeting. Since 2020, non-financial/ESG components have been included in the variable remuneration system; their weighting was increased further in 2021. The Remuneration Report presents an even more transparent overview of Executive Board and Supervisory Board remuneration than before, and includes a comparison with the relative development of the Company’s income and employee salaries.

In 2021, the Audit Committee looked at important topics related to accounting processes, the internal audit program, risk management, and the Group’s internal control system. The current auditor of OMV Group, Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H., participated in each of the Audit Committee’s meetings.

Meetings of the Portfolio and Project Committee are held regularly prior to the meetings of the Supervisory Board. The committee used its meetings in 2021 to prepare decisions regarding key investment and M&A projects on the basis of extensive information and intensive discussions.

Further details regarding the activities of the Supervisory Board and its committees can be found in the (Consolidated) Corporate Governance Report.

Annual financial statements and dividend

Following a comprehensive audit and discussions with the auditor during meetings of the Audit Committee and the Supervisory Board, the Supervisory Board has approved the Directors’ Report and the Consolidated Annual Report pursuant to section 96(1) of the Austrian Stock Corporation Act as well as the Annual Financial Statements and the 2021 Consolidated Annual Financial Statements pursuant to section 96(4) of the Austrian Stock Corporation Act. Both the Annual Financial Statements and the Consolidated Annual Financial Statements for 2021 received an unqualified opinion from the auditing company Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. The Supervisory Board also approved the (Consolidated) Corporate Governance Report audited by both the Supervisory Board and the Audit Committee as well as the (Consolidated) Report on Payments Made to Governments. The Supervisory Board found no issues during the audits. Following the audit, the Supervisory Board accepted the Executive Board’s suggestion to jointly propose in the Annual General Meeting distributing a dividend of EUR 2.30 per share, which corresponds to an increase of EUR 0.45 over the previous year. The remaining amount of the net profit after the distribution will be carried forward to new account. The Supervisory Board will audit the separate consolidated non-financial report (Sustainability Report) individually, and this report will be published separately and after the Annual Report together with the corresponding Supervisory Board report.

On behalf of the entire Supervisory Board, I would like to thank the Executive Board and all employees for their commitment and extremely successful work in the difficult 2021 financial year, which was marked by so much uncertainty. I would like to give special thanks to OMV’s shareholders for their continued trust as well as to all of OMV’s customers and partners.

Vienna, March 9, 2022

For the Supervisory Board

Mark Garrett m.p.