OMV : Individual Company Closing 2021

Annual Report 2021 of OMV Aktiengesellschaft

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OMV AKTIENGESELLSCHAFT ANNUAL REPORT 2021

Contents

4 Report of the Supervisory Board

8 Consolidated Corporate Governance Report

19 Directors' Report

29 Auditor's Report

34 Financial Statements

34 Balance sheet as of December 31, 2021

1. Income Statement
2. Notes
3. Accounting and Valuation Policies

42 Notes to the Balance Sheet

50 Notes to the Income Statement

53 Supplementary Information

1. Direct Investments by OMV Aktiengesellschaft (interest of at least 20%)
2. Supervisory Board

62 Executive Board

64 Statement of Fixed Assets in Accordance with Section 226 (1) ACC

66 Abbreviations and Definitions

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OMV AKTIENGESELLSCHAFT ANNUAL REPORT 2021 / REPORT OF THE SUPERVISORY BOARD

Dear Shareholders,

The past year was marked by numerous uncertainties despite economic growth. The societal effects of new coro- navirus 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 suc- cesses.

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 ef- fect. 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 mem- ber. 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, Ni- cole 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.

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OMV AKTIENGESELLSCHAFT ANNUAL REPORT 2021 / REPORT OF THE SUPERVISORY BOARD

• 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.

MARK GARRETT

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 emis- sions.

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 road- show, 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.

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