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OMV revokes declaration of intent to combine OMV and MOL

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
OMV/oil/gas/energy
06.08.2008
- OMV revokes its intention published on September 25, 2007 to make 
an offer to shareholders of MOL of HUF 32,000 per share - The 
European Commission has indicated that it would not accept 
commitments that OMV had proposed; since other commitments would be 
unacceptable to OMV, OMV has decided to withdraw the merger 
notification filed with the European Commission on January 31, 2008 -
Further pursuit of proposed combination with MOL under given 
conditions would be against OMV´s economic and strategic rationale - 
OMV continues its successful growth strategy in Central Europe
On September 25, 2007, OMV publicly announced that it would be in a 
position to make an offer to shareholders of MOL of HUF 32,000 per 
share once certain impediments to achieve voting control over MOL 
would have been removed. Today, OMV revokes its intention to make an 
offer to shareholders of MOL. Accordingly, OMV has decided to 
withdraw the merger notification filed with the European Commission 
on January 31, 2008. On June 16, 2008, the European Commission issued
a Statement of Objections, outlining its concerns regarding OMV´s 
potential combination with MOL. OMV does not share these concerns and
has submitted its observations on the Statement of Objections. 
Nonetheless, OMV proposed commitments that OMV would have been 
willing to offer. The European Commission has, however, indicated 
that these commitments would not be acceptable. OMV is not prepared 
to offer more far-reaching commitments without jeopardizing the 
economic and strategic rationale for the transaction. Therefore, the 
Board of OMV has decided today to revoke OMV´s intention published on
September 25, 2007 to make an offer to shareholders of MOL of HUF 
32,000 per share and to withdraw the merger notification that OMV had
filed with the European Commission on January 31, 2008. "In addition 
to the sale of retail stations in various countries, OMV had proposed
a `shared-refinery´/cost center model to address the Commission´s 
principal concerns regarding the concentration of refining capacity 
across the region," said Gerhard Roiss, OMV´s Deputy Chairman and 
responsible for Refining and Marketing. "OMV proposed the creation of
a refinery centre, in which an independent third party could have 
held a capacity share with a share in corporate governance equal to 
OMV." The proposal included the integration of the Schwechat and 
Slovnaft refineries, which are only 55 km apart from each other, 
creating one refinery complex. Such a commitment would have allowed 
the independent buyer access to significant refining capacity and 
products, crude transport facilities, storage infrastructure, the 
ability to sell product at highly competitive terms and, therefore, 
to become a strong competitor throughout the region. This is an 
existing business model elsewhere in Europe. For example, OMV already
shares refining capacity along with BP, ENI and Ruhroil at the 
Bayernoil refinery network. "The EU has stated the need for a common 
European energy policy and to support a policy of creating stronger 
European energy companies to ensure the security of supply for the 
region - fundamental objectives for our proposed combination with 
MOL," said Wolfgang Ruttenstorfer, Chief Executive of OMV. "We 
strongly believe in our original rationale for a strategic alliance 
with MOL. The combination of both companies would have significantly 
enhanced the security of energy supply throughout the region through 
both greater diversification of crude oil supply, as well as the 
greater scale in upstream to generate additional growth of the 
combined resource base," stated Wolfgang Ruttenstorfer. An immediate 
benefit of the combination with MOL would have been the creation of a
more efficient downstream business. OMV believes that increased 
efficiency, together with optimizations both at corporate level and 
in the upstream, gas and petrochemical divisions, would have helped 
the combined group to deliver total pre-tax synergies of 
approximately EUR 400 mn per annum. "OMV has a core principle to only
follow and implement value accretive deals. We pursued our goal as 
long as there was a reasonable chance that such a transaction would 
meet our disciplined criteria for value generation. Given the 
indication from the European Commission that it would not accept our 
remedy proposal, OMV´s board has concluded that such a merger would 
not fulfil our standards." Ruttenstorfer added. OMV continues to 
believe strongly that consolidation in the Central European oil and 
gas industry will continue. OMV is now considering various options to
maximize the value of its 20.2% stake in MOL and to benefit from 
value creation in the consolidation process. As an active shareholder
in MOL, OMV will continue to seek ways that ensure the best 
principles of corporate governance are applied. Therefore, the law 
suits regarding MOL´s corporate governance will be continued. OMV´s 
desire to achieve a combination with MOL has always been independent 
from its strategy for the growth of the existing businesses - as an 
integrated oil and gas company. OMV´s business remains firmly on 
track to deliver the targets that have been set through to 2010. OMV 
remains focused on delivering its strategy and continuing to play an 
active role in the growth region of Central Europe. In addition, 
OMV´s diversified geographic portfolio of upstream assets continues 
to provide OMV with real strength, with new developments in New 
Zealand, Kazakhstan, Austria and Yemen in the second half 2008.
end of announcement                               euro adhoc

Further inquiry note:

OMV
Investor Relations:
Ana-Barbara Kuncic
Tel. +43 1 40 440-21443; e-mail: investor.relations@omv.com
Press:
Bettina Gneisz-Al-Ani
Tel. +43 1 40 440-21660; e-mail: bettina.gneisz@omv.com
Thomas Huemer
Tel. +43 1 40 440-21660; e-mail: thomas.huemer@omv.com

Internet Homepage: http://www.omv.com

Branche: Oil & Gas - Downstream activities
ISIN: AT0000743059
WKN: 874341
Index: ATX Prime, ATX
Börsen: Wiener Börse AG / official dealing

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