EANS-News: OMV Aktiengesellschaft Report pursuant to section 65 para 1b in
conjunction with sections 171 para 1 and 153 para 4 Stock Corporation Act
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Corporate news transmitted by euro adhoc with the aim of a Europe-wide
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Vienna - OMV Aktiengesellschaft
Corporate register number: 93363z
ISIN: AT0000743059
PLEASE NOTE:
This report is legally required in order to be able to transfer shares to
employees and managers within OMV Group under the long-term, performance based
incentive and compensation programs. Please be aware that the numbers of shares
stated in this document are maximum amounts. The actual number of shares to be
transferred depends on the achievement of different criteria, is - in particular
- subject to a separate resolution by the Supervisory Board of OMV
Aktiengesellschaft and may be significantly smaller.
Report pursuant to section 65 para 1b in conjunction with sections 171 para 1
and 153 para 4 Stock Corporation Act
The Executive Board of OMV Aktiengesellschaft ("OMV" or "Company") has been
authorized by resolution of the Annual General Meeting of the Company held on
May 18, 2016, for a period of 5 years from the adoption of the resolution,
subject to the approval of the Supervisory Board, to dispose of or utilize
treasury shares repurchased or already held by the Company when the resolution
was adopted to grant shares to employees, senior employees and/or members of the
Executive Board/management boards of the Company or one of its affiliates
including for purposes of share transfer programs, in particular long term
incentive plans including Matching Share Plans or other stock ownership plans,
under exclusion of the general purchasing possibility of shareholders (exclusion
of subscription rights). The authorization can be exercised as a whole or in
parts and also in several tranches by the Company, by a subsidiary (Section 189a
Number 7 Commercial Code) or by third parties for the account of the Company.
The Executive Board and the Supervisory Board of OMV intend to make use of such
authorization and to resolve upon an allocation of up to a maximum of 173.931
(for members of the Executive Board) as well as a maximum of 575.870 (for other
Senior Executives) treasury shares in the Company under the Long Term Incentive
Plan 2016 (LTIP 2016), which was approved by the Annual General Meeting of the
Company on May 18, 2016, and under the Share Part of the Annual Bonus 2018
("Equity Deferral" previously Matching Share Plan), which was approved by the
Annual General Meeting of the Company on May 22, 2018, to members of the
Executive Board and Senior Executives of OMV Group. The actual number of shares
to be transferred is subject to performance under these programs, depends on the
resolution of the Supervisory Board of OMV and will be published separately. The
Executive Board and the Supervisory Board of OMV, represented by the
Remuneration Committee, therefore report as follows:
R E P O R T:
1. Long Term Incentive Plan 2016
Plan purpose and objectives
The Long Term Incentive Plan (LTIP) 2016 is a performance based and long-term
compensation instrument for the Executive Board and selected Senior Managers of
OMV Group that promotes mid- and long-term value creation at OMV and aligns the
interests of management and shareholders by providing management with the
possibility to receive shares in the Company subject to performance (measured
against key indicators linked to the medium-term strategy and shareholder
return). The plan also seeks to prevent inadequate risk-taking.
Eligibility
Executive Board members are obliged to participate. Selected Senior Managers of
OMV Group may participate in the LTIP 2016. The nomination of Senior Managers to
the LTIP 2016 was made by the Executive Board of OMV. Potential share transfers
are based on the performance of the respective Senior Manager in the respective
year and may not be granted at all or granted on a pro rata basis.
Personal share ownership rules
There is no requirement for an upfront investment in OMV shares to participate
in the LTIP 2016. However, Executive Board members and Senior Managers are
required to build up an appropriate volume of shares in the Company and to hold
these shares until retirement or leaving the Company. The shareholding
requirement is defined as a percentage of the annual gross base salary (14 times
(i) the January gross base salary or (ii) the gross base salary for the first
month as participant in the LTIP 2016):
- Chief Executive Officer: 200%
- Deputy Chief Executive Officer: 175%
- Other Executive Board members: 150%
- Senior Managers: 75%
Executive Board members must achieve the required shareholding within 5 years
after the start of their respective current contract as Executive Board member.
Basis for the calculation of the respective number of required shares is the
average share price over the 3-month period January 1, 2016 - March 31, 2016 (=
average of closing prices at Vienna Stock Exchange). The calculated number of
shares is rounded up. Once the above percentage has been reached, subsequent
changes in the share price do not influence the number of shares required. In
case and to the extent of a salary increase of Executive Board members the
number of required shares has to be adapted accordingly.
Shares granted to Executive Board members under the Share Part of the Annual
Bonus ("Equity Deferral", previously Matching Share Plan) and shares vesting
under LTIP 2016 and former LTIPs as well as investments made for previous LTIPs
and/or Stock Options Plans count towards this shareholding requirement, provided
that they are held on an OMV trustee deposit. Private shares may be transferred
to the OMV trustee deposit to be counted towards the shareholding requirement.
Dividends, if any, for the shares held on OMV trustee deposits are paid out in
cash. Senior Managers are not obliged to hold Company shares if this is
prohibited by law in the countries where the respective Senior Managers work.
Grant levels
The maximum number of shares granted under the LTIP 2016 is expressed as a
percentage of the annual gross base salary:
- 175% for the Chief Executive Officer
- 150% for the Deputy Chief Executive Officer
- 125% for other Executive Board members
- 112.5% for Senior Managers
In case the respective Executive Board member is appointed later than 1 January
2016, the grant for 2016 is calculated on a pro rata basis. The same applies for
an exit during the year 2016. The allocation of shares to Executive Board
members is made by the Supervisory Board or the Remuneration Committee of the
Supervisory Board. The allocation of shares to Senior Managers is made by the
Executive Board.
Plan mechanisms
The maximum number of shares to be granted to the participant at the Vesting
Date shall be calculated as follows: The relevant amount for each participant
(determined based on the percentage as mentioned under "Grant levels" above)
divided by OMV's average share price (= closing price at the Vienna Stock
Exchange) over the 3-month period January 1, 2016 to March 31, 2016. The number
of shares will be rounded down. Prior to the Vesting Date the potential shares
are "virtual", meaning that the participants do not hold these shares and have
no voting or dividend rights. After the performance period, the definite number
of shares shall be calculated based on the achievement of the performance
criteria and made available to the participant on the Vesting Date.
The final number of shares is calculated by multiplying the maximum grant of
shares with the overall percentage of performance achievement.
Effective date and term
- Plan commencement: January 1, 2016
- Performance period: 3 years (January 1, 2016 to December 31, 2018)
- Vesting date: March 31, 2019
Performance criteria and weightings
The performance criteria focus on sustained value creation across three areas of
performance: Total Shareholder Return (70%), Cash Flow elements (20%) and
Sustainability element (10%).
In 2016, the specific performance targets were set for the performance period
(January 1, 2016 until December 31, 2018) and communicated to the plan
participants. The performance criteria must not be modified thereafter. However
- in order to maintain the incentivizing character of the program - the
Supervisory Board will have discretion to adjust the threshold/target/stretch
levels (but not the criteria as such) in case of significantly changed market
conditions and/or other special circumstances.
Share transfer/pay-out
To the extent that the shareholding requirement is not fulfilled, the payment
will automatically be made in shares until the requirement is reached. In case
the shareholding requirement is already fulfilled, the Executive Board Members
can opt for (i) single payment in shares, or (ii) single payment in cash, and
Senior Managers can opt for (i) single payment in shares, (ii) single payment in
cash, or (iii) cash payment in instalments. Participants had to make this
decision by quarter three of the year in which the plan started. If this
decision could not be made due to compliance relevant information the payment
will automatically be made in cash. The transfer of shares or cash payment to
the participants is generally made net after deduction of taxes (in Austria
payroll tax deduction).
If the approval of the share transfer has been given by the Supervisory Board on
the Vesting Date or earlier, transfer of the shares to be transferred under the
LTIP 2016 will be executed on the business day following the Vesting Date,
otherwise the transfer takes place at the beginning of the month following the
approval, in each case subject to legal restrictions, if any. The Company does
not cover any share price risk caused by the delay or by the transfer.
If a payment is made in cash, the amount will be calculated by using OMV's
average share price (= average of the closing prices at the Vienna Stock
Exchange) of the time period 14 working days (where the Vienna Stock Exchange is
open) prior to the Vesting Date until Vesting Date (if this day is not a
business day, then the respective business day before).
In case any payment in cash or transfer of shares is based on incorrect data,
the amounts will be corrected accordingly.
Rules for leaving participants
- Bad leavers: Unvested awards are forfeited.
- Good leavers: Unvested plans continue.
- Retirement, permanent disability: Unvested plans continue.
- Death: Unvested plans are valued and settled in cash per date of death. The
value shall be calculated based on the actual performance until the date of
death plus budget/MTP numbers for the remaining time.
Change of control in the ownership structure
In case of early termination of the appointment as an Executive Board member
and/or the related employment contract declared by the company following a
change of control in OMV, the full amount of the award is paid out in cash
immediately subject to the projected target achievement at that time. All other
early terminations following a change of control in OMV result in the
application of the leaver concept (see above).
2. Share Part of the Annual Bonus 2018 ("Equity Deferral", previously Matching
Share Plan)
Plan purpose and objectives
The Share Part of the Annual Bonus 2018 ("Equity Deferral" previously Matching
Share Plan), as an integrated element of the annual bonus agreement is a long-
term incentive and compensation instrument for Executive Board members that
promotes retention and shareholder alignment, combining the interests of
management and shareholders via a long-term investment in restricted shares of
OMV. The plan also seeks to prevent inadequate risk-taking. The Share Part of
the Annual Bonus provides for a transfer of shares which are counted towards the
shareholding requirements under existing and future Long Term Incentive plans
until the requirements are reached (see Vesting/Payout below). All shares to be
granted under the Share Part of the Annual Bonus 2018 will be used to fulfill
such personal investment and shareholding requirements under the LTIPs, will be
transferred to a trustee deposit account of the Company and will be subject to a
holding period.
Based on the resolution of the Annual General Meeting of the Company held on May
22, 2018, an award of shares will be made to Executive Board members in the
amount of 1/3 of their Annual Bonus. 2/3 of their Annual Bonus will be paid out
as a Cash Bonus. In total, the maximum Annual Bonus can amount to 180% of the
target bonus defined in the respective Executive Board member's contract.
Performance criteria and weightings
The Annual Bonus is based on the following performance criteria: 80% financial
targets, 20% operational target. In addition, a Sustainability Multiplier with a
value between 0.8 and 1.2 (this is +/- 20%) is applicable to the overall target
achievement, which will be determined at the discretion of the OMV Supervisory
Board on the basis of pre-defined criteria.
The shares granted have to be reduced or returned in the case of a clawback
event. Furthermore, if the shares were allocated based on incorrect calculations
of the bonus, the Executive Board members are obligated to return or pay back
benefits obtained due to such wrong figures.
The performance criteria defined for the Annual Bonus must not be amended during
the term of the Share Part of the Annual Bonus ("Equity Deferral" previously
Matching Share Plan). However - in order to maintain the incentivizing character
- the Supervisory Board has the discretion to adjust the threshold/target/
maximum levels for the Financial Targets based on actual oil/gas price, fx-rate,
etc. compared to assumptions at the time of target setting in case of material
changes in external influences. The adjustment is possible in both directions
and will be determined by the OMV Supervisory Board.
Plan mechanisms
Upon determination of the Annual Bonus by the Supervisory Board, one third of
the Actual Annual Bonus is allocated in shares and deferred / the other two
thirds are paid out in cash. The share grant will be made net (after deduction
of taxes) in company shares which shall be transferred to a trustee deposit,
managed by the company, to be held for three years (holding period). Dividends,
if any, earned from the vested shares are paid out to the Executive Board
members in cash.
Determination of number of shares
The number of shares awarded is calculated as follows:
One third of the gross amount of the Actual Annual Bonus divided by the average
closing price for OMV shares at the Vienna Stock Exchange over the 3-month
period November 1, 2018 - January 31, 2019. The resulting number of shares will
be rounded down. Executive Board members may be granted shares up to a maximum
of one third of the Annual Bonus (i.e. one third of the maximum total target
achievement of 150% and the maximum Sustainability Multiplier of 20%).
Effective dates and term
- Plan start: January 1, 2018 as an integral part of the Annual Bonus
- Vesting Date: March 31, 2019, subject to Supervisory Board approval
- Holding period for share part ("Equity Deferral"): 3 years from vesting
Share transfer/Pay-out
If authorization of the share transfer has been given by the Supervisory Board
on Vesting Date or earlier, the transfer of bonus shares will be executed on the
business day following the Vesting Date, otherwise the transfer takes place at
the beginning of the next month following the authorization. As the plan's
payout structure is pre-defined and does not require an active decision by the
Executive Board members, transfer will be executed irrespective of trading
windows. The Company does not cover any share price risk caused by the delay or
by transfer.
The payment of shares to the participants is made net after deduction of taxes,
in each case subject to legal restrictions, if any. The shares have to be held
three years from vesting (holding period).
In addition to the payout caps defined for the LTIP and the Annual Bonus, a
maximum Total Annual Compensation is defined by the Supervisory Board for each
Executive Board member. This maximum Total Annual Compensation consists of the
fixed remuneration, the Annual Bonus (Cash Bonus and Equity Deferral at the time
of vesting) and the payout under the LTIP (cash or share value at the time of
vesting). The value of shares vesting under the Equity Deferral and LTIP will be
calculated by using OMV's share price at vesting date.
Leaving Executive Board members
The rules outlined above for the LTIP 2016 apply, however, the vesting of
unvested awards for good leavers and in the case of retirement and permanent
disability remains subject to a decision to be made by the Supervisory Board at
its discretion.
Clawback
Under the following circumstances, the Supervisory Board may reduce the number
of shares vesting under the Share Part of the Annual Bonus or may request from
the Executive Board members a retransfer of shares which have been granted or
allocated under the Share Part of the Annual Bonus:
- Adjustment of audited financial statements due to a mistake
- Material failure of risk management which leads to significant damages (like
Deep Water Horizon accident, Texas City Refinery accident)
- Serious misconduct of individual Executive Board member which violates
Austrian law
3. Number of awardable shares
Based on the above mentioned criteria of the LTIP 2016 as well as the Share Part
of the Annual Bonus 2018 and the respective maximum achievements of the
performance criteria, the maximum numbers of bonus shares awardable to the
current and former members of the Executive Board and other Senior Executives
are as set out below. The actual number of shares to be transferred is subject
to a resolution by the Supervisory Board of OMV and will be published
separately.
(i) Current and former members of the Executive Board:
Chief Executive Officer : 86.691
Deputy Chief Executive Officer/ Executive Board member responsible for Upstream
43.334
Executive Board member responsible for Finance: 29.834
Executive Board member responsible for Downstream: 14.072
Former Executive Board members: 0
(ii) Other Senior Executives: 575.870
The numbers of shares mentioned above are gross numbers at maximum performance
achievement level. The actual number of shares to be transferred after
assessment of the actual performance achievement will be a net amount after
deduction of taxes and duties and will be published after the transfer on the
website of OMV (https://www.omv.com/en/investor-relations/omv-share/mandatory-
disclosures).
4. Exclusion of shareholders' general right to purchase shares
As outlined above, OMV treasury shares shall be granted to the members of the
Executive Board and other Senior Executives of OMV Group under the LTIP 2016 and
under the Share Part of the Annual Bonus 2018. OMV thereby intends to increase
the focus of the participants on the long-term Company value and their
identification with the Company. The LTIP 2016 and the Share Part of the Annual
Bonus 2018 are performance-based and long-term compensation and incentive
instruments which shall promote the mid- and long-term value creation at OMV,
align the interests of the management and shareholders through long-term
investment in shares and minimize risks. For such purpose it is necessary to
exclude, in respect of the treasury shares used for the LTIP 2016 and the Share
Part of the Annual Bonus 2018, the shareholders' right to purchase OMV
shares.The
LTIP 2016 was approved by the Annual General Meeting of the Company on May 18,
2016. The Share Part of the Annual Bonus 2018 was approved by the Annual General
Meeting of the Company on May 22, 2018.
Therefore, in relation to the utilization of the treasury shares described
above, the interest of the Company prevails over the shareholders' interest in
having a possibility to purchase OMV shares in the course of the utilization/
sale of treasury shares. Taking into account all considerations set out above,
the exclusion of the shareholders' possibility to purchase treasury shares is
necessary, reasonable, appropriate, in the best interest of the Company and
therefore objectively justified.
Vienna, February 2019 The Executive Board and the Supervisory Board
Further inquiry note:
OMV Aktiengesellschaft
Andreas Rinofner, Public Relations
Tel.: +43 (1) 40 440-21427; e-mail: public.relations@omv.com
Florian Greger, Investor Relations
Tel.: +43 (1) 40 440-22421; e-mail: investor.relations@omv.com
end of announcement euro adhoc
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issuer: OMV Aktiengesellschaft
Trabrennstraße 6-8
A-1020 Wien
phone: +43 1 40440/21600
FAX: +43 1 40440/621600
mail: investor.relations@omv.com
WWW: http://www.omv.com
ISIN: AT0000743059
indexes: ATX
stockmarkets: Wien
language: English