35. Related Parties

Under IAS 24, details of relationships with related parties and related enterprises not included in consolidation must be disclosed. Enterprises and individuals are considered to be related if one party is able to control or exercise significant influence over the business of the other. Österreichische Beteiligungs AG (ÖBAG), Vienna, holds an interest of 31.5% and Abu Dhabi National Oil Company P.J.S.C., Abu Dhabi, holds an interest of 24.9% in OMV Aktiengesellschaft; both are related parties under IAS 24.

Transactions in Relation to Equity-Accounted Investments

In 2025 and 2024, there were the following arm’s length supplies of goods and services (including the granting of licenses for the use of technologies belonging to the Group) between the Group and equity-accounted companies including companies reclassified to “held for sale.”

Moreover, OMV recognized EUR 14 mn income from financial guarantees granted to equity-accounted investments (2024: EUR 7 mn). For further details, see below.

On October 24, 2025, the agreement to transfer Borealis’ 40% participation in Borouge 4 LLC (Borouge 4), including associated shareholder loans and financial guarantees, to OMV subsidiaries (30%) and to ADNOC’s subsidiary MPP Holdings GmbHRenamed XRG Austria GmbH in January 2026 (10%) was closed. Consequently, the following balances as of December 31, 2025, reflect only the 30% participation in Borouge 4. Following the transfer, Borealis recognized cash proceeds from MPP Holdings GmbHRenamed XRG Austria GmbH in January 2026 related to the associated shareholder loans in the amount of EUR 158 mn and a financial receivable against MPP Holdings GmbHRenamed XRG Austria GmbH in January 2026 in the amount of EUR 102 mn plus interest.

As of December 31, 2025, undrawn financial commitments to Borouge 4 totaling EUR 227 mn (December 31, 2024: EUR 615 mn) originated from a shareholder loan agreement. EUR 455 mn out of the total EUR 682 mn commitment had been drawn as of December 31, 2025, resulting in a loan receivable (including interest) of EUR 490 mn as at year-end (December 31, 2024: EUR 435 mn).

Furthermore, a guarantee for the funding of Borouge 4 under the Italian Export Credit Agency agreement was granted. The total guarantee amounted to EUR 814 mn plus interest. Based on the already drawn financing by Borouge 4, the guaranteed amount was fully utilized (December 31, 2024: EUR 1,009 mn).

On January 3, 2025, Bayport Polymers LLC closed an amendment to the existing Revolving Credit Facility contract increasing the maximum amount of the credit facility, which is guaranteed by Borealis to EUR 149 mn (December 31, 2024: EUR 96 mn). The guarantee was utilized in the amount of EUR 74 mn plus interest as of December 31, 2025 (December 31, 2024: EUR 82 mn).

In 2022, Bayport Polymers LLC issued two tranches of senior notes, for which Borealis provided a parental guarantee, amounting to EUR 553 mn plus interest as of December 31, 2025 (December 31, 2024: EUR 626 mn). On June 10, 2025, a loan was repaid by Bayport Polymers LLC to Borealis, which completed the externalization of certain shareholder loans, reducing the loan receivables against Bayport Polymers LLC to EUR 42 mn as of December 31, 2025 (December 31, 2024: EUR 769 mn). The repayment was financed via a syndicated Baystar senior term loan facility in the amount of EUR 638 mn with three tranches up to 9 years, guaranteed by Borealis for the full amount. On October 16, 2025, a new loan in the amount of EUR 213 mn was concluded by Bayport Polymers LLC, of which 50% (EUR 106 mn) was guaranteed by Borealis. Additionally, Borealis provided a parental guarantee for the lease of railcars by Bayport Polymers LLC with a maximum exposure of EUR 15 mn as of December 31, 2025 (December 31, 2024: EUR 19 mn). In total, Borealis recognized a financial liability of EUR 63 mn in relation to those financial guarantees.

In September 2024, OMV Petrom finalized the acquisition of 50% shares in the joint venture Electrocentrale Borzesti SRL, held together with RNV Infrastructure. Both partners plan to invest approximately EUR 1.3 bn in renewable energy projects according to the shareholders’ agreement, including a large portion of external financing. Therefore, part of the estimated investment will be financed by share capital increase and/or by shareholder loans granted to the joint venture equally by both partners, subject to obtaining the final investment decision for the respective projects. Loan receivables by OMV Petrom S.A. from Electrocentrale Borzesti SRL amounted to EUR 55 mn as of December 31, 2025 (December 31, 2024: EUR 25 mn), reflecting further drawings during the reported period.

The contract liabilities toward Erdöl-Lagergesellschaft m.b.H. are related to a long-term contract for rendering of services.

Government-Related Entities

Based on the OMV ownership structure, the Republic of Austria has an indirect relationship with OMV via ÖBAG and is therefore, together with companies under the control of the Republic of Austria, considered a related party. In its normal course of business, OMV has arm’s length transactions mainly with Österreichische Post Aktiengesellschaft, VERBUND AG, Autobahnen- und Schnellstraßen-Finanzierungs-Aktiengesellschaft (ASFINAG), Österreichische Bundesbahnen-Holding Aktiengesellschaft, Bundesbeschaffung GmbH, and their subsidiaries.

In 2024, OMV concluded a power purchase agreement with VERBUND for the supply of sustainable electricity obtained from hydropower for four years starting in January 2025.

Via ADNOC, OMV has an indirect relationship with the Emirate of Abu Dhabi, which, together with the companies under the control of Abu Dhabi, is also considered a related party. In 2025, there were supplies of goods and services, for instance to Abu Dhabi Company for Offshore Petroleum Operations Ltd and NOVA Chemicals Corporation (NOVA).

On March 3, 2025, OMV and ADNOC signed a binding agreement for the combination of their shareholdings in Borealis and Borouge into Borouge Group International. For more details, see Note 4 – OMV and ADNOC to Establish a New Polyolefins Joint Venture.

Borouge Group International AGBorouge Group International AG (BGI) was established as part of the preparations for the formation of the polyolefins joint vnture between OMV and ADNOC. BGI holds 100% of the shares in Borealis GmbH and is owned 75% by the OMV Group and 25% by MPP Holdings GmbH (in January 2026 renamed to XRG Austria GmbH). For more information, refer to Note 4 – OMV and ADNOC to Establish a New Polyolefins Joint Venture recognized a financial liability from recharging of costs against Abu Dhabi National Oil Company P.J.S.C (ADNOC) in the amount of EUR 18 mn as of December 31, 2025.

As of December 31, 2025, an outstanding loan liability to MPP Holdings GmbHRenamed XRG Austria GmbH in January 2026 was reported in the amount of EUR 102 mn plus interest, stemming from a dividend distribution. Furthermore, as detailed above, cash proceeds in the amount of EUR 158 mn were received from MPP Holdings GmbHRenamed XRG Austria GmbH in January 2026 and a financial receivable of EUR 102 mn plus interest against MPP Holdings GmbHRenamed XRG Austria GmbH in January 2026 was recognized.

On November 5, 2025, OMV and Masdar (also known as the Abu Dhabi Future Energy Company, jointly owned by TAQA, ADNOC, and Mubadala) signed a binding agreement to establish a company for the financing, construction, and operation of the 140 MW green hydrogen electrolyzer plant in Bruck an der Leitha, Austria, with construction having started in September 2025 and the facility expected to be operational in 2027. The company will be majority-owned by OMV, with Masdar holding a 49% share.

Pursuant to the Ghasha concession agreement entered into in 2018, the Supreme Council for Financial and Economic Affairs of the Emirate of Abu Dhabi (SCFEA) and ADNOC consented to the transfer of OMV’s 5% stake in the Ghasha concession to Lukoil subject to the satisfaction of certain conditions. OMV has incurred a transaction fee in the amount of USD 100 mn as of the closing date of the transaction, i.e., on May 29, 2025.

Furthermore, OMV cooperates with ADNOC in several Exploration & Production arrangements and closed strategic equity partnerships with ADNOC, covering both the ADNOC Refining business and a Trading joint venture.

Key Management Personnel Compensation

The members of the Executive Board and the members of the Supervisory Board are covered by directors and officers liability insurance (D&O) and criminal legal expenses insurance. A large number of other OMV employees also benefit from these two forms of insurance, and the insurers levy lump-sum premiums, which are not specifically attributed to the Board members.

See Note 33 – Share-Based Payments for details on Long-Term Incentive Plans and Equity Deferral.

In 2025, remuneration expenses for the Supervisory Board amounted to EUR 1.2 mn (2024: EUR 1.1 mn).