Dear Shareholders,
As the Chairman of the Supervisory Board, I am delighted to address you about topics related to the Executive and Supervisory Boards.
In 2025, OMV again delivered a solid set of results despite a more challenging market environment, thereby proving the strength and robustness of the integrated business model. These qualities were further highlighted by the achievement of major milestones in the implementation of our Strategy 2030 and the corresponding transformation process. Examples of these milestones include the considerable progress made in the formation of Borouge Group International, through which we, together with ADNOC, aim to establish a global leader in polyolefins. With OMV Petrom’s Neptun Deep gas development project in the Black Sea, we intend to make a significant contribution to the security of the energy supply in Europe. Furthermore, we launched innovative, sustainable initiatives like the 140 MW electrolyzer plant in Bruck an der Leitha. I want to congratulate management and employees on these successes, in which they played an essential role.
Let us take a look at the performance of the business segments. As in previous years, the high degree of diversification proved its worth in 2025. While lower oil prices in particular led to a lower result in Energy, the Fuels business showed strong improvements, mainly due to a more favorable market environment and an improved contribution from ADNOC Refining and ADNOC Global Trading. The contribution from Chemicals increased mostly as a result of the Borealis reclassification and improved olefin indicator margins. We want our shareholders to benefit from this strong overall Group result and the excellent financial situation. Based on our dividend policy and the result, the Executive Board, and subsequently also the Supervisory Board, propose the distribution of an additional variable dividend alongside the progressive regular dividend for the fourth consecutive year. For you, dear shareholders, this means that we will propose to the Annual General Meeting the payment of a total dividend of 4.40 euros per share for the 2025 financial year.
Our key priorities in the Supervisory Board include strategy, Executive Board matters, governance topics, and the approval of major investment projects. Below, I would like to inform you about the Supervisory Board’s work in 2025.
Composition of the Executive Board and Supervisory Board
The Supervisory Board started 2025 with several decisions on Executive Board matters. In January, the Supervisory Board decided to extend the mandate and contract of the Executive Vice President Energy (EVP) Berislav Gaso by two years; as a result it will now run until the end of February 2028. Berislav Gaso has held this position since 2023. Also in January, Daniela Vlad, EVP Chemicals, and the Supervisory Board mutually agreed on her mandate ending prematurely at the end of February 2025. Since March 1, 2025, in addition to his role as EVP Fuels, Martijn Arjen van Koten has also acted as interim EVP Chemicals. In mid-2025, the Supervisory Board decided to extend Martijn van Koten’s mandate for another five years, until June 30, 2031. In May 2025, CEO Alfred Stern announced that he would not be available for a possible extension of his mandate, which still runs until the end of August 2026. Consequently, the Supervisory Board started the search process for a new CEO, supported by an external headhunter.
There was one change to the shareholder representatives on the Supervisory Board in 2025: At the Annual General Meeting in May, Hans Joachim Müller was elected to the Supervisory Board, taking over the seat that remained empty after Stefan Doboczky stepped down as a member of the Supervisory Board in June 2024 to become CEO of Borealis GmbH, which was incompatible with his Supervisory Board mandate. There was no change in the employee representative appointments to the Supervisory Board in 2025.
2025 was an economically challenging year, during which the Supervisory Board focused on its guiding control function in OMV’s transformation process and on the composition of the Executive Board.
Supervisory Board activities
The Supervisory Board carried out its activities during the 2025 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 management of the Company and advised it on decision-making processes based on detailed verbal and written reports, as well as constructive discussions between the Supervisory Board and the Executive Board. Five regular and three extraordinary meetings of the Supervisory Board and 30 committee meetings were held in 2025. A comprehensive report by the Executive Board on business development and current topics, as well as reports from the committees, were a fixed component of every regular Supervisory Board meeting.
Feedback from investors plays an important role in the work of the Supervisory Board. As in previous years, the exchange between investors and the Supervisory Board was strengthened again in February and March 2025 during the Corporate Governance Roadshow. During numerous virtual and in-person meetings in Vienna, I was able to answer questions from investors and proxy advisors on governance topics. The feedback we received reinforced our commitment to our transformation strategy and provided valuable input for our Supervisory Board work, for example regarding remuneration matters.
In 2025, bespoke training courses were held again for the Supervisory Board, with a particular focus on artificial intelligence and an interactive workshop on compliance topics. In March 2025, the members of the Supervisory Board made a site visit to the well site of the geothermal flagship project “deeep” in Seestadt, Vienna, during which they learned about the progress, potential, and challenges of this sustainable energy project.
The Supervisory Board’s annual self-assessment, based on surveys, was supported by an external consultancy firm. In addition to the results for the Supervisory Board itself, there are also specific surveys conducted on the composition and performance of the committees. The results of the self-evaluation are always presented and discussed at both the Supervisory Board level and in the committee meetings. They are used to help decide which topics and activities to prioritize in 2026, e.g., for deep dives or training sessions.
Activities of Supervisory Board committees
The Supervisory Board made some significant personnel decisions in 2025. The Presidential and Nomination Committee was therefore mainly occupied with the preparation of the decisions on three EVP mandates and the CEO succession.
The Remuneration Committee dealt with matters such as the target achievements of the expired incentive plans and setting targets in the new plans. In addition, the committee worked on the Remuneration Policy for the Executive Board, for which a revised version will be submitted for approval by the Annual General Meeting in May 2026.
In 2025, alongside its legally mandatory tasks, the Audit Committee looked at important topics related to the accounting process, the internal audit program, risk management, and the Group’s internal control system. Representatives of OMV’s statutory auditor – KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna – attended every meeting of the Audit Committee.
Meetings of the Portfolio and Project Committee are held regularly prior to the meetings of the Supervisory Board. The committee used its meetings in 2025 to prepare for decisions regarding key investment and M&A projects on the basis of extensive information and intensive discussions. Particularly notable in this regard is the UpHy Large project, Austria’s largest green hydrogen plant.
The Sustainability and Transformation Committee met four times in 2025. Its tasks include overseeing the strategy in terms of sustainability, ESG standards, performance, and processes, especially HSSE and climate action. In 2025, topics like cultural transformation, the sustainability and environmental performance of the Neptun Deep project, and deep dives on circular economy transformation topics were among the agenda items covered.
Further details regarding the activities of the Supervisory Board and its committees, such as committee members, number of meetings, and attendance per committee, can be found in the (Consolidated) Corporate Governance Report.
Annual financial statements and dividend
Following a comprehensive review and discussions with the auditor during meetings of the Audit Committee and the Supervisory Board, the Supervisory Board approved the Annual Financial Statements, including the Directors’ Report, and the Consolidated Annual Financial Statements, including the Group Directors’ Report (including the Consolidated Non-Financial Statement), which were submitted in accordance with Section 96(1) of the Austrian Stock Corporation Act. With this approval from the Supervisory Board, the 2025 Annual Financial Statements have been adopted in accordance with Section 96(4) of the Austrian Stock Corporation Act. Both the Annual Financial Statements and the Consolidated Annual Financial Statements for 2025 received an unqualified opinion from the auditor, KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna. The Supervisory Board also approved the (Consolidated) Corporate Governance Report reviewed by both the Supervisory Board and the Audit Committee, as well as the (Consolidated) Payments to Governments Report. The Supervisory Board did not identify any grounds for objection during the review.
Following its review, the Supervisory Board considered the Executive Board’s proposal to the Annual General Meeting to distribute (i) a regular dividend of EUR 3.15 euros per share, which corresponds to an increase of EUR 0.10 euros over the previous year, and (ii) an additional dividend of EUR 1.25 euros per share as appropriate and supported this resolution proposal. The remaining amount of the net profit after the dividend distribution will be carried forward to the new account.
On behalf of the entire Supervisory Board, I would like to express my appreciation to the members of the Executive Board and all employees for their commitment and successful work in the 2025 financial year. I would like to give special thanks to OMV’s shareholders, as well as our customers and partners, for their continued trust.
Vienna, March 19, 2026
For the Supervisory Board
Lutz Feldmann m.p.