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. The issuer/originator is solely
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Capital measures
Wien (euro adhoc) - OMV Aktiengesellschaft
Corporate register number: 93363z
ISIN: AT 0000743059
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) has been authorized by
resolution of the Annual General Meeting of the Company held on May 17, 2011,
subject to the approval of the Supervisory Board but not to any further
resolution of the General Meeting, to dispose of or utilize within five years
of the adoption of the resolution, treasury shares in the Company also by other
means than via stock exchange or public offering, in particular to satisfy
stock options or long-term incentive plans for employees, senior employees and
members of the Company´s Executive Board or the management boards of its
affiliates, or other employee stock ownership plans.
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 495,524
treasury shares in the Company under the Long Term Incentive Plan 2009 (LTIP
2009) to members of the Executive Board and senior executives of the OMV Group
(176,720 for members of the Executive Board and 318,804 for senior executives).
The Executive Board and the Supervisory Board of OMV Aktiengesellschaft
therefore report as follows.
R E P O R T:
1. Long Term Incentive Plan 2009
The Long Term Incentive Plan (LTIP) 2009 is a performance-based and long-term
compensation instrument for the Executive Board and selected senior executives
of OMV Group that shall promote the mid and long-term value creation at OMV and
align the interests of the management and shareholders through long-term
investments in shares. The plan was eligible to the members of the Executive
Board (mandatory participation) and other senior executives of OMV Group
(optional participation).
Personal investment
The participants were obliged to make the following personal investments in OMV
shares: the CEO 100%, the Deputy CEO 85% and the other Executive Board members
70% of their respective annual gross base salary; the other participating
senior executives at the discretion of the participant had to invest
EUR 15,000, EUR 30,000, EUR 60,000, EUR 90,000 or EUR 120,000 in OMV shares.
The personal investment had to take place in the year 2009. The participants
had to transfer the invested shares to an OMV custodial account or individual
custodial account. The invested shares have to be held at least until March 31,
2014 (subject to the withdrawal provisions). The use of all financial
instruments, including but not limited to hedges, to lock in the value of
participants´ investments is prohibited and results in the loss of the
entitlement to participate.
Members and former members of the Executive Board made on the basis of the LTIP
2009 the following personal investments:
Gerhard Roiss: Invested shares: 28,469
David C. Davies: Invested shares: 20,096
Wolfgang Ruttenstorfer: Invested shares: 38,278
Werner Auli: Invested shares: 20,096
Helmut Langanger: Invested shares: 20,096
Plan mechanisms
At the grant date, April 1, 2009, the participants of the LTIP 2009 were
conditionally allocated a defined target number of shares. The value of the
target number of shares (LTI grant value) has been calculated on the basis of
the respective annual gross base salary for members of the Executive Board; if
the targets are attained to 100%, the CEO will be allocated shares equal to the
value of 90%, the Deputy CEO shares equal to the value of 75% and the other
Executive Board members shares equal to the value of 60% of their respective
gross base salary. For participating senior executives the value of the target
number of shares (LTI grant value) has been calculated on the basis of the
respective personal investment of the participant; if the targets are attained
to 100%, the respective participant will be allocated shares equal to the value
of 90% of the personal investment. The target number of shares has been
calculated by dividing the LTI grant value by the OMV share price, whereas such
share price was OMV´s average closing share price over a 3-month period from
January 1, 2009 to March 31, 2009.
Before vesting date, the potential bonus shares are "virtual", i.e. the
participants do not hold the shares and have no voting or dividend rights.
As of vesting date, March 31, 2012, the final number of shares shall be
calculated depending on the achievement of the performance measures. With
respect to each performance measure, the number of shares to be allocated
therefor shall be calculated pursuant to the respective attainment-percentage
(each performance measure is based upon an attainment-range between 0%-100%-
200%). The percentage of attainment shall be multiplied with the number of the
shares allocated to the respective performance measure for such purpose. The
total number of shares to be granted to the respective participant at vesting
date shall be the sum of the bonus shares for each performance measure.
The minimum number of bonus shares shall be 25% of the total target number of
shares. This means, that the participants of the LTIP 2009 receive bonus shares
in an amount of 25% of the shares allocated at grant date, even if the overall
attainment of the performance measures is less than 25%. The maximum number of
bonus shares is 175% of the total target number of shares. This means that a
maximum number of bonus shares in the amount of 175% of the shares allocated at
grant date may be granted.
The performance measures aiming at sustainable internal and external value
creation are for the members of the Executive Board:
- 33.3%: Absolute total shareholder return (TSR)
- 33.3%: Absolute economic value added (EVA): Average 3-year target:
Performance is calculated by comparing the average EVA within the performance
period.
- 33.3%: Absolute earnings per share (EPS): Average 3-year target: Performance
is calculated by comparing the average EPS within the performance period.
The definition of the performance measures for participating senior executives
deviates only with respect to the following target definition:
- 33.3%: Absolute economic value added (EVA): Cumulative 3-year target:
Performance is calculated by comparing the cumulative EVA within the
performance period.
Share transfer
The members of the Company´s Executive Board shall receive the bonus shares
exclusively in the form of shares. The transfer of bonus shares shall be
carried out at the latest 3 months after the approval of the performance
measures attainment by the Supervisory Board, whereas deduction of the
applicable taxes has to take place.
Senior executives were allowed to opt during the first quarter of the year 2011
for a cash settlement in installments of the shares to be transferred
(corresponding to the value of the determined number of shares, based on the
closing price for OMV shares on vesting date after deduction of taxes and
duties). The participants who did not choose cash settlement may decide until
March 15, 2012, on a share transfer or cash payment of the determined value of
bonus shares on the basis of OMV´s closing price on vesting date (after
deduction of taxes and duties).
If the approval of the attainment of the performance measures by the
Supervisory Board takes place on vesting date or earlier, the share transfer
shall be executed on the next business day after the vesting date, otherwise
the transfers shall take place at the beginning of the following month. In the
event that cash payments or share transfers are made on the basis of incorrect
or false data, the amounts will be corrected and overpaid amounts must be
refunded to the Company.
The maximum number of awarded shares which may be unrestrictedly disposed of
immediately is equal to the number of shares contributed for the personal
investment; shares in excess of this amount (at least equal to the number of
personal investment shares) must be held until March 31, 2014.
According to the above mentioned criteria the maximal number of bonus shares
awardable to the current and former members of the Executive Board and other
senior executives are as follows:
Gerhard Roiss: 39,906
David C. Davies: 27,362
Wolfgang Ruttenstorfer: 54,728
Werner Auli: 27,362
Helmut Langanger: 27,362
Other senior executives: 318,804
(among such other senior executives
Manfred Leitner: 9,044)
Rules for withdrawal of participants
Bad leavers:
Before the vesting date (March 31, 2012): unvested entitlements from the plan
shall be forfeited and shares invested by participants shall be retransferred
on the day of withdrawal.
During the holding period: invested shares shall be retransferred on the day
of withdrawal. Bonus shares not yet transferred (as the case may be) from the
plan shall be transferred/ realized at the withdrawal date.
Good leavers:
Before the vesting date (March 31, 2012): unvested entitlements from plans
shall continue followed by the holding period and invested shares shall be
retransferred at the end of the last plan.
During the holding period: invested shares shall be retransferred at the end
of the last plan. Bonus shares not yet transferred (as the case may be) from
the plan shall be transferred/ realized at the end of the holding period
(March 31, 2014).
Retirement, permanent disability:
Before the vesting date (March 31, 2012): unvested entitlements from plans
shall continue followed by the holding period and invested shares shall be
retransferred at the end of the last plan.
During the holding period: invested shares are retransferred at the end of
the last plan. Bonus shares not yet transferred (as the case may be) from the
plan shall be transferred/ realized at the withdrawal date.
Death:
Before vesting date (March 31, 2012): unvested entitlements from plans shall
be evaluated and settled in cash according to the date of decease, and
invested shares shall be retransferred as soon as possible.
During the holding period: invested shares shall be retransferred as soon as
possible. Bonus shares not yet transferred (as the case may be) from the plan
shall be transferred/ realized at the same date.
2. Exclusion of subscription right of shareholders
As outlined above, treasury shares in the Company shall be allocated to the
members of the Executive Board and other senior executives of OMV Group under
the Long Term Incentive Plan 2009. OMV therewith intends to increase the focus
of the participating persons to the long-term company value and identification
with the Company. It is a performance-based and long-term compensation
instrument that shall promote the mid and long-term value creation at OMV and
align the interests of the management and shareholders through long-term
investment in shares. For such use, the exclusion of the subscription right of
shareholders of the Company is necessary.
With respect to the mentioned use, therefore, the interest of the Company
prevails over the disadvantages of the shareholders resulting from the
exclusion of the subscription right of the shareholders in the case of use or
disposal of treasury shares of the Company. Taking into account all
circumstances the exclusion of the subscription right of the shareholders is
necessary, reasonable, appropriate, in the best interest of the Company and
therefore objectively justified.
Vienna, March 2012 The Executive Board and the Supervisory Board
Further inquiry note:
OMV
Investor Relations:
Lacramioara Diaconu
Tel. +43 1 40 440-21600
e-mail: investor.relations@omv.com
Media Relations:
Johannes Vetter
Tel. +43 1 40 440-21661
e-mail: media.relations@omv.com
Internet Homepage: http://www.omv.com
end of announcement euro adhoc
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company: 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
sector: Oil & Gas - Downstream activities
ISIN: AT0000743059
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: English
Original content of: OMV Aktiengesellschaft, transmitted by news aktuell