Capital Stock
The capital stock of OMV Aktiengesellschaft consists of 327,272,727 (2024: 327,272,727) fully paid no par value shares with a total nominal value of EUR 327,272,727 (2024: EUR 327,272,727). There are no different classes of shares and no shares with special rights of control. All shares are entitled to dividends for the financial year 2025, with the exception of treasury shares held by OMV Aktiengesellschaft.
Capital Reserves
Capital reserves have been formed by the contribution of funds into OMV Aktiengesellschaft by its shareholders over and above the capital stock, on the basis of their ownership relationship.
Hybrid Capital
Accounting Policy
According to IFRS, the net proceeds of the hybrid notes are treated fully as equity because the repayment of the principal and the payments of interest are solely at the discretion of OMV.
The hybrid capital recognized in equity in the amount of EUR 1,985 mn consists of perpetual, subordinated hybrid notes.
On September 1, 2020, OMV issued hybrid notes with an aggregate principal amount of EUR 1,250 mn in two tranches (Tranche 1: EUR 750 mn; Tranche 2: EUR 500 mn) with the following interest payable:
The hybrid notes of tranche 1 bear a fixed interest rate of 2.500% per annum until, but excluding, September 1, 2026, which is the first reset date of tranche 1. From the first reset date (including) until, but excluding, September 1, 2030, the hybrid notes of tranche 1 will bear interest per annum at a reset interest rate, which is determined according to the relevant five-year swap rate plus a specified margin. From September 1, 2030 (including), the hybrid notes of tranche 1 will bear an interest rate per annum at the relevant five-year swap rate for each interest period thereafter plus a specified margin and a step-up of 100 basis points.
The hybrid notes of tranche 2 bear a fixed interest rate of 2.875% per annum until, but excluding, September 1, 2029, which is the first reset date of tranche 2. From the first reset date (including) until, but excluding, September 1, 2030, the hybrid notes of tranche 2 will bear interest per annum at a reset interest rate, which is determined according to the relevant five-year swap rate plus a specified margin. From September 1, 2030 (including), the hybrid notes of tranche 2 will bear an interest rate per annum at the relevant five-year swap rate for each interest period thereafter plus a specified margin and a step-up of 100 basis points.
Interest is due and payable annually in arrears on September 1 of each year, unless OMV elects to defer the relevant interest payments. The outstanding deferred interest must be paid under certain circumstances, in particular if the Annual General Meeting of OMV resolves upon a dividend payment on OMV shares.
On June 30, 2025, OMV issued hybrid notes with an aggregate principal amount of EUR 750 mn with the following interest payable:
The hybrid notes bear a fixed interest rate of 4.3702% per annum until, but excluding, December 30, 2030, which is the first reset date of the hybrid notes. From the first reset date (including) until, but excluding, the step-up date, the hybrid notes will bear interest per annum at a reset interest rate, which is determined according to the relevant five-year swap rate plus a specified margin. From the step-up date (including), the hybrid notes will bear an interest rate per annum at the relevant five-year swap rate for each interest period thereafter plus a specified margin and a step-up of 100 basis points.
Interest is due and payable annually in arrears on December 30 of each year, unless OMV elects to defer the relevant interest payments. The outstanding deferred interest must be paid under certain circumstances, in particular if the Annual General Meeting of OMV resolves upon a dividend payment on OMV shares.
The hybrid notes outstanding as of December 31, 2025, do not have a scheduled maturity date and they may be redeemed at the option of OMV under certain circumstances. OMV has, in particular, the right to repay the hybrid notes at certain call dates. Any accrued unpaid interest becomes payable when the notes are redeemed. In the case of a change of control, for example, OMV may call the hybrid notes for redemption or else the applicable interest rate will be subject to an increase according to the terms and conditions of the hybrid notes.
On August 8, 2025, OMV published on the Luxembourg Stock Exchange the notice of early redemption and thus exercised its right to call and redeem the EUR 750 mn hybrid notes tranche 2 issued on December 7, 2015. Consequently, the fair value of the hybrid bond was reclassified as of August 8, 2025, from equity and the nominal value plus interest was repaid on September 11, 2025. The reclassification of the hybrid bond is shown in the line “Decrease hybrid capital” in the consolidated statement of changes in equity.
Revenue Reserves
The net income and losses of all companies within the scope of consolidation are included in the Group’s revenue reserves, adjusted for the purpose of consolidation.
Treasury Shares
Accounting Policy
For repurchased own shares, the costs of repurchased shares are reflected as a reduction in equity. Gains or losses on the re-issue of treasury shares (issue proceeds less acquisition cost) result in an increase or a reduction in capital reserves.
Based on the authorization of the Annual General Meeting dated May 28, 2024, and approval of the Supervisory Board, OMV Aktiengesellschaft carried out a share repurchase program in March 2025. The volume of the repurchase program amounted to up to 300,000 shares and was fully utilized. The repurchase was carried out exclusively via the Vienna Stock Exchange and served to fulfill the obligations of the Company under share transfer programs, in particular Long-Term Incentive Plans, Annual Bonus (Equity Deferrals), or other stock ownership plans.
On May 27, 2025, the Annual General Meeting authorized the Executive Board to repurchase, subject to the approval of the Supervisory Board:
bearer shares of no par value of the Company up to a maximum of 5% of the Company’s nominal capital, in accordance with Section 65 para 1 number 8 Austrian Stock Corporation Act,
over a period of 15 months from the date of adoption of the resolution by the Annual General Meeting,
for a minimum consideration per share being at the utmost 30% lower than the average, unweighted stock exchange closing price over the preceding ten trading days prior to the respective repurchase of the shares, and a maximum consideration per share being at the utmost 20% higher than the average, unweighted stock exchange closing price over the preceding ten trading days prior to the respective repurchase of the shares,
whereby any repurchases have to be exercised in such way that the Company does not hold more than 1,300,000 treasury shares at any time.
Such repurchases may take place via the stock exchange or a public offering or by any other legal means and for the purpose of share transfer programs, in particular Long-Term Incentive Plans or other stock ownership plans.
The Executive Board was further authorized to cancel stock repurchased or already held by the Company subject to the approval of the Supervisory Board but without further resolution of the Annual General Meeting, and the Supervisory Board was authorized to adopt amendments to the Articles of Association resulting from the cancelation of shares.
On May 27, 2025, the Annual General Meeting authorized the Executive Board for a period of five years from the adoption of the resolution, therefore until and including May 26, 2030, subject to the approval of the Supervisory Board, to dispose of or utilize repurchased treasury shares or treasury shares already held by the Company to grant to employees, executive employees, and/or members of the Executive Board/management boards of the Company or its affiliates, including for purposes of share transfer programs, and to thereby exclude the general purchasing right of shareholders (exclusion of subscription rights). The authorization can be exercised as a whole or in parts or even in several tranches by the Company, by a subsidiary (Section 189a Number 7 of the Austrian Commercial Code), or by third parties for the account of the Company.
Based on the existing authorization of the Annual General Meeting dated May 27, 2025, and approved by the Supervisory Board, OMV Aktiengesellschaft carried out a limited share repurchase. The repurchase program started on November 3, 2025, and ended on November 21, 2025. The volume of the repurchase program totaled up to 1,000,000 bearer shares of no par value and was fully utilized. The repurchase was carried out exclusively via the Vienna Stock Exchange and serves to fulfill the obligations of the Company under share transfer programs, in particular Long-Term Incentive Plans, Annual Bonus (Equity Deferrals), or other stock ownership plans.
|
Number of shares |
In EUR mn |
|---|---|---|
January 1, 2024 |
142,007 |
1.6 |
Disposals |
–84,678 |
–0.9 |
December 31, 2024 |
57,329 |
0.6 |
Repurchase of own shares |
1,300,000 |
62.1 |
Disposals |
–85,659 |
–3.5 |
December 31, 2025 |
1,271,670 |
59.3 |
|
Number of shares |
Treasury shares |
Shares in issue |
|---|---|---|---|
January 1, 2024 |
327,272,727 |
142,007 |
327,130,720 |
Used for share-based compensations |
– |
–84,678 |
84,678 |
December 31, 2024 |
327,272,727 |
57,329 |
327,215,398 |
Repurchase of own shares |
– |
1,300,000 |
–1,300,000 |
Used for share-based compensations |
– |
–85,659 |
85,659 |
December 31, 2025 |
327,272,727 |
1,271,670 |
326,001,057 |
Other disclosures
The gains and losses recognized directly in other comprehensive income and their related tax effects were as follows:
In EUR mn |
|
|
|
|
|
|
||||
|
2025 |
2024 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Pre-tax |
Tax |
Net-of-tax |
Pre-tax |
Tax |
Net-of-tax |
||||
Currency translation differences |
–1,180 |
3 |
–1,177 |
510 |
–2 |
508 |
||||
Gains (+)/losses (–) on hedges |
–8 |
– |
–8 |
–1 |
0 |
–1 |
||||
Remeasurement gains (+)/losses (–) on defined benefit plans |
92 |
–8 |
83 |
–7 |
–2 |
–9 |
||||
Gains (+)/losses (–) on equity investments |
–8 |
2 |
–6 |
–3 |
1 |
–3 |
||||
Gains (+)/losses (–) on hedges that are subsequently transferred to the carrying amount of the hedged item |
– |
– |
– |
2 |
–1 |
1 |
||||
Share of other comprehensive income of |
12 |
n.a. |
1 |
42 |
n.a. |
4 |
||||
Other comprehensive income for the year from continuing operations |
–1,104 |
–4 |
–1,107 |
504 |
–3 |
501 |
||||
Other comprehensive income for the year from discontinued operations |
24 |
–15 |
9 |
–14 |
5 |
–8 |
||||
Other comprehensive income for the year |
–1,080 |
–18 |
–1,098 |
491 |
2 |
493 |
||||
|
||||||||||
On May 27, 2025, the payment of a total dividend of EUR 4.75 per share was approved at the Annual General Meeting, of which EUR 3.05 per eligible share represents the regular dividend and EUR 1.70 per eligible share an additional dividend. The total dividend for the financial year 2024 was paid in June 2025 and amounted to EUR 1,553 mn. In 2024, the dividend payment for the financial year 2023 amounted to EUR 1,652 mn (EUR 5.05 per share). The interest distributed for hybrid bonds recognized in equity amounted to EUR 50 mn in 2025 (2024: EUR 80 mn).
On February 4, 2026, the Executive Board of OMV Aktiengesellschaft proposed a total dividend of EUR 4.40 per share for the financial year 2025. The proposed total dividend comprises a regular dividend of EUR 3.15 per share and an additional dividend of EUR 1.25 per share, which are subject to approval at the Annual General Meeting in 2026.