Ad hoc announcement: OMV issues hybrid notes in two tranches in an aggregate amount of EUR 1.5 bn

THE INFORMATION CONTAINED IN THIS AD-HOC ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, IN OR INTO AUSTRALIA, CANADA OR JAPAN OR INTO ANY OTHER JURISDICTION INTO WHICH DISSEMINATION IS UNLAWFUL.
November 30, 2015 - 08:50 pm (CET)

• Tranche 1: Volume: EUR 750,000,000; Issue price: 99.999%; Coupon: 5.250% until December 9, 2021, subsequent fixed reset coupon, after December 9, 2025 including step-up; first call right of OMV after six years
• Tranche 2: Volume: EUR 750,000,000; Issue price: 99.999%; Coupon: 6.250% until December 9, 2025, subsequent fixed reset coupon including step-up; first call right of OMV after ten years

OMV Aktiengesellschaft issues hybrid notes (subordinated notes without maturity date) in an aggregate amount of EUR 1.5 bn, in two tranches of EUR 750 mn each.

The issue price of tranche 1 amounts to 99.999% and the issue price of tranche 2 to 99.999% as well.

The hybrid notes have no maturity date. Tranche 1 will bear a fixed interest coupon of 5.250% until but excluding December 9, 2021, which is the first call date of tranche 1, and tranche 2 will bear a fixed interest coupon of 6.250% until but excluding December 9, 2025, which is the first call date of tranche 2.

From December 9, 2021, until but excluding December 9, 2025, hybrid notes of tranche 1 will bear interest according to a fixed reset interest rate to be determined according to the relevant 5-year swap rate and an additional margin of 4.942% and, from December 9, 2025, with an additional step-up of 100 basis points.

From December 9, 2025, hybrid notes of tranche 2 will bear interest according to a fixed reset interest rate to be determined according to the relevant 5-year swap rate and an additional margin of 5.409%, with an additional step-up of 100 basis points.

Closing and listing of the hybrid notes (Tranche 1: ISIN XS1294342792; Tranche 2: ISIN XS1294343337) on the Regulated Market of the Luxembourg Stock Exchange and on the Regulated Market (Geregelter Freiverkehr) of the Vienna Stock Exchange are intended to take place on or around December 9, 2015.

Due to the high interest from institutional investors the order book for both tranches exceeded in aggregate EUR 4 bn.

Disclaimer:

The information contained in this announcement does not constitute an offer to sell nor a solicitation to buy or subscribe for any securities of OMV Aktiengesellschaft. An offer of hybrid notes of OMV Aktiengesellschaft is exclusively made on the basis of a prospectus-exempt private placement. The prospectus for the listing of the notes, which will be approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF"), will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu), will be passported into Austria and will be available free of charge at OMV Aktiengesellschaft, Trabrennstrasse 6-8, 1020 Vienna, Austria, during usual business hours.

This information is not for release, publication or distribution in or into the United States of America and may not be distributed to "U.S. persons" (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) or publications with a general circulation in the United States. This information does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to "U.S. persons" absent registration or an applicable exemption from the registration under the Securities Act of 1933. There will be no public offer of securities of OMV Aktiengesellschaft in the United States.