Supervisory Board

OMV’s Supervisory Board currentlyPrior to Stefan Doboczky’s resignation in June 2024, the Supervisory Board consisted of ten shareholders’ representatives.Close consists of nine members elected by the Annual General Meeting (shareholders’ representatives) and five members delegated by the Group’s Works Council. Four of the current shareholders’ representatives were elected at the 2022 Annual General Meeting (AGM), one at the 2023 AGM, and four at the 2024 AGM. The members of OMV’s Supervisory Board in 2024 and their appointments to supervisory boards of other domestic or foreign listed companies, as well as any management positions held, are shown below.

Lutz Feldmann, born 1957

Chairman
(Independent business consultant)
Seats: EnBW Energie Baden-Württemberg AG

Edith Hlawati, born 1957

Deputy Chairwoman
(Chief Executive Officer, Österreichische Beteiligungs AG)
Seats: VERBUND AG, Telekom Austria AG, EuroTeleSites AG

Khaled Salmeen, born 1973

Deputy Chairman (since May 28, 2024)
(Chief Executive Officer, Downstream, Abu Dhabi National Oil Company)
Seats: ADNOC Logistics & Services PLC, Borouge PLC, Abu Dhabi National Oil Company for Distribution PJSC, Fertiglobe PLC, ADNOC Gas PLC

Saeed Al Mazrouei, born 1980

Deputy Chairman (until May 28, 2024)
(Managing Director and CEO, Abu Dhabi Investment Council)
Seats: Abu Dhabi Commercial Bank (ADCB)

Alyazia Ali Al Kuwaiti, born 1979

(until May 28, 2024)
(Executive Director, UAE Industries, UAE Investments Platform)
No seats in domestic or foreign listed companies

Khaled Al Zaabi, born 1985

(since May 28, 2024)
(Group Chief Financial Officer, Abu Dhabi National Oil Company)
Seats: ADNOC Gas PLC, ADNOC Drilling Company P.J.S.C., Borouge PLC, ADNOC Logistics & Services PLC, Abu Dhabi National Oil Company for Distribution PJSC

Dorothée Deuring, born 1968

(since May 28, 2024)
(Independent Corporate Finance and M&A Advisor)
Seats: Elementis plc, Temenos SA

Stefan Doboczky, born 1967

(until June 11, 2024)
(Chief Executive Officer, Heubach Group until May 19, 2024; Chief Executive Officer, Borealis AG since July 1, 2024)
No seats in domestic or foreign listed companies

Patrick Lammers, born 1964

(since May 28, 2024)
(Chief Executive Officer, Skyborn Renewables GmbH since June 1, 2024; Member of the Board of Management, E.ON SE until May 31, 2024)
No seats in domestic or foreign listed companies

Jean-Baptiste Renard, born 1961

(Independent business consultant)
No seats in domestic or foreign listed companies

Karl Rose, born 1961

(until May 28, 2024)
(Independent business consultant)
No seats in domestic or foreign listed companies

Elisabeth Stadler, born 1961

Seats: voestalpine AG, Österreichische Post AG, Andritz AG (since March 21, 2024)

Robert Stajic, born 1979

(Executive Director, Österreichische Beteiligungs AG)
Seats: VERBUND AG

Gertrude Tumpel-Gugerell, born 1952

(until May 28, 2024)
Seats: Commerzbank Aktiengesellschaft, VIENNA INSURANCE GROUP AG – Wiener Versicherung Gruppe, AT&S Austria Technologie & Systemtechnik Aktiengesellschaft

Delegated by the Group’s Works Council (employee representatives)

Alexander Auer, born 1969

Hubert Bunderla, born 1965

Alfred Redlich, born 1966

Nicole Schachenhofer, born 1976

Angela Schorna, born 1980

More detailed information about all members of OMV’s Supervisory Board, including their professional careers, can be downloaded from OMV’s website at www.omv.com > Company > Leadership > Supervisory Board.

Diversity

The main considerations in selecting the members of the Supervisory Board are relevant knowledge, personal integrity, and experience in executive positions. Furthermore, aspects of the diversity of the Supervisory Board with respect to the internationality of the members, the representation of both genders, and the age structure are taken into account. The Supervisory Board includes five women and five non-Austrian nationals (as of December 31, 2024). The members of the Supervisory Board are aged between 39 and 67.

Independence

The Supervisory Board has defined the criteria that constitute independence (resolutions dated March 21, 2006, and March 25, 2009). In addition to the guidelines set out in Annex 1 of the ACCG, the Supervisory Board has established the following criteria with regard to its members elected by the Annual General Meeting:

• A Supervisory Board member shall not serve on the Executive Board of an OMV Group company.
• A Supervisory Board member shall not hold stock options issued by the Company or any affiliated company or receive any other performance-related remuneration from an OMV Group company.
• A Supervisory Board member shall not be a shareholder with a controlling interest in the meaning of EU Directive 83/349/EEC (i.e., an interest of more than 50% of the voting rights or a dominant influence, e.g., through the right to appoint Board members) or represent such a shareholder.

All members elected by the Annual General Meeting declared their independence from the Company and its Executive Board during the 2024 financial year and up to the time of making such declarations (C-rule 53 of the ACCG). Under C-rule 54 of the ACCG, Lutz Feldmann, Dorothée Deuring, Stefan Doboczky, Patrick Lammers, Jean-Baptiste Renard, Karl Rose, Elisabeth Stadler and Gertrude Tumpel-Gugerell have made declarations to the effect that they were not shareholders with a stake of more than 10% and did not represent such shareholders’ interests during the 2024 financial year and up to the time of making such declarations. Furthermore, the above-mentioned members of the Supervisory Board were nominated for election as Supervisory Board members by Österreichische Beteiligungs AG, which must comply with the strict independence and incompatibility criteria of the Austrian Code of Corporate Governance when nominating or appointing persons as members of the supervisory boards of its affiliated companies, and ensure that they exercise their activities on the supervisory boards of the affiliated companies independently of their own interests or those of legal entities closely associated with them.

Working practices of the Supervisory Board

The Supervisory Board fulfills its duties – in particular supervising the Executive Board and advising it on strategy – by discussing the Company’s situation and objectives during board meetings. Decisions are also taken at these meetings, except in urgent cases where resolutions can be taken by circular vote. Five committees ensure that the best possible use is made of the Supervisory Board members’ expertise. Brief descriptions of these committees are given below (see also the report of the Supervisory Board for an overview of the individual committees’ main activities in 2024). In 2024, eight meetings of the Supervisory Board and 31 committee meetings were held. In particular, the Executive Board and the Supervisory Board also discussed OMV’s strategy. Alyazia Al Kuwaiti attended less than half of the meetings of the Supervisory Board.

Attendance at Supervisory Board and committee meetings in 2024 was as follows:

Pursuant to C-rule 36 of the ACCG, the Supervisory Board is tasked with discussing the efficiency of its activities annually, in particular its organization and working practices (self-evaluation).

Presidential and Nomination Committee

This committee is empowered to take decisions on matters of urgency. The Supervisory Board may transfer other duties and powers of approval to the Presidential and Nomination Committee on an ad hoc or permanent basis. In its capacity as the Nomination Committee, this body makes proposals to the Supervisory Board for the appointment or replacement of Executive Board members and deals with succession planning. It also makes recommendations for appointments to the Supervisory Board. There were six meetings of the Presidential and Nomination Committee in 2024, in which discussions focused on Executive and Supervisory Board matters.

Audit Committee

This committee performs the duties set out in section 92 (4a) of the Austrian Stock Corporation Act. The committee held six meetings during the reporting year. It predominantly dealt with preparations for the audit of the annual financial statements, a review of the auditors’ activities, internal audit, the internal control and risk management systems, and the presentation of the annual financial statements. Until her resignation from the Supervisory Board on May 28, 2024, Gertrude Tumpel-Gugerell was the financial expert on the Audit Committee within the meaning of section 92 (4a) (1) of the Austrian Stock Corporation Act. On May 28, 2024, Dorothée Deuring took over this position.

The Audit Committee monitors the auditors’ independence and reviews a breakdown of the audit fees and fees for additional services besides auditing activities. In the financial year 2024, KPMG Austria GmbH Wirtschaftsprüfungs- und Steuergesellschaft (including members of their network within the meaning of section 271b of the Austrian Commercial Code) received EUR 5.70 mn for the annual audit, EUR 1.67 mn for other assurance services, EUR 2.51 mn for tax advisory services, and EUR 0.55 mn for other engagements.

Portfolio and Project Committee

In this committee, decisions on the most important investment and M&A projects are prepared based on extensive information and intensive discussions, and any recommendations are made to the Supervisory Board. In 2024, seven meetings of the Portfolio and Project Committee were held.

Sustainability and Transformation Committee

The purpose of the Sustainability and Transformation Committee is to support the Supervisory Board in reviewing and monitoring OMV’s strategy with regard to sustainability, as well as ESG-related standards, performance, and processes. It also focuses on performance specifically in terms of HSSE (Health, Safety, Security, and Environment) and in particular regarding climate change. Furthermore, the committee serves to support and oversee the process of transformation toward a more sustainable business model, including the cultural integration of strategically significant acquisitions. The committee held four meetings during the reporting year.

Remuneration Committee

This committee deals with all aspects of the remuneration of Executive Board members and with their employment contracts. The committee’s membership does not include employee representatives. The committee is empowered to conclude, amend, and terminate Executive Board members’ employment contracts and to make decisions on the awarding of bonuses (variable remuneration components) and other such benefits to them. The Remuneration Committee met eight times during 2024. Executive Board members were invited to attend some of the meetings of the Remuneration Committee.

Mercer | hkp///group provided remuneration advice to the Remuneration Committee on the appropriate structure and level of Executive Board compensation in line with regulatory requirements and market practice, and supported the revision of the Remuneration Policy for the Supervisory Board.

Mercer | hkp///group also advised on the creation of OMV’s Remuneration Report. The consulting company did not advise the OMV Executive Board on matters relating to Executive Board remuneration, ensuring independence within the meaning of the Austrian Code of Corporate Governance.

Conflicts of interest and dealings by members of the Supervisory Board requiring approval in accordance with section 95(5) (12) of the Austrian Stock Corporation Act

Appropriate handling of conflicts of interest is a matter of course for OMV, and OMV also ensures such an approach at the level of the Supervisory Board with clear rules and processes. Supervisory Board members are obliged to disclose any conflicts of interest to the Chairman of the Supervisory Board without delay. If the Chairman of the Supervisory Board gets into conflicts of interest, he must disclose them immediately to his deputies. Depending on the nature and intensity of the conflict of interest, the measures necessary in each individual case will be taken to protect OMV’s interests. In addition to the disclosure of the conflict of interest, which is required in any case, these measures include, in particular, abstention from voting by the Supervisory Board member concerned, his or her non-participation in deliberations and decisions regarding the matter giving rise to the conflict of interest, and a restricted provision of (sensitive) information to the Supervisory Board member affected by the conflict of interest.

It should be noted that Abu Dhabi National Oil Company (ADNOC) P.J.S.C became a shareholder of OMV Aktiengesellschaft on February 28, 2024. ADNOC and OMV have had successful business relationships and partnerships in the Chemicals, Fuels & Feedstock and Energy divisions for many years, which are occasionally the subject of deliberations and/or decisions by the Supervisory Board. OMV attaches great importance to handling potential conflicts of interest in this context in the Supervisory Board carefully and in accordance with the principles set out above.

In the 2024 financial year, no transactions were concluded that would have required the approval of the Supervisory Board in accordance with Section 95 (5) (12) of the Austrian Stock Corporation Act (AktG).

Employee representative participation

The Group’s Works Council holds regular meetings with the Executive Board in order to exchange information about employees and developments affecting them. Furthermore, the Group’s Works Council has made use of its right to delegate members to the Supervisory Board (one employee representative for every two members elected by the Annual General Meeting, and one additional employee representative if the number of shareholder representatives is uneven). Therefore, out of the 14 Supervisory Board members, five members are currently employee representatives.

Rights of minority shareholders

• General Meeting: An Extraordinary General Meeting must be convened at the request of shareholders holding not less than 5% of the shares.
• Agenda items must be included at the request of shareholders holding not less than 5% of the shares.
• Shareholders holding not less than 1% of the shares may submit resolution proposals on all agenda items. Such resolution proposals must be posted on the website upon request of the respective shareholders.
• Shareholders holding not less than 10% of the shares may require an extraordinary audit in the event of grounds for suspicion of irregularities, or gross violations of the law or the Articles of Association.
• All shareholders, having duly provided evidence of their shareholding, are entitled to attend General Meetings, ask questions, and vote.
• Election of the Supervisory Board: If elections for two or more positions on the Supervisory Board are held at the same General Meeting, separate votes must be held for each position. If elections for three or more seats on the Supervisory Board are held at the same General Meeting, and if prior to the vote on the last position to be assigned it is found that at least one-third of all the votes have been cast in favor of the same person but they have not been elected, then this person must be declared as a Supervisory Board member.