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/OMV / Austria / Oil / Gas
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" or "Company") 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 and for any other
legal purpose.
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 273,001
treasury shares in the Company under the Long Term Incentive Plan 2011 (LTIP
2011), which was approved by the Annual General Meeting of the Company on May
17, 2011, and under the Matching Share Plan 2013 (MSP 2013), which was approved
by the Annual General Meeting of the Company on May 15, 2013, to members of
the Executive Board and senior executives of the OMV Group (up to 241,569 for
current and former members of the Executive Board and up to 31,432 for other
senior executives). The Executive Board and the Supervisory Board of OMV
Aktiengesellschaft, represented by the Remuneration Committee, therefore report
as follows.
R E P O R T:
1. Long Term Incentive Plan 2011
The Long Term Incentive Plan (LTIP) 2011 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. For the plan eligible were the members of the Executive
Board (mandatory participation) and other senior executives of OMV Group
(optional participation). The plan also seeks to prevent inadequate risk-
taking. The defined performance criteria must not be amended during the
performance period of the plan.
Personal investment
The participants were obliged to make the following personal investments in OMV
shares: the Chairman of the Executive Board 100%, the Deputy Chairman of the
Executive Board 85% and the other Executive Board members 70% of their
respective annual gross base salary; the other participating senior executives
had to invest, at the discretion of the participant, 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 2011. Investments for the
LTIP 2010 were also recognized for the LTIP 2011. 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,
2016 (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 the following personal
investments for purposes of the LTIP 2011 (including the personal investments
already made under the LTIP 2010 but excluding the personal investment and
shareholding requirements under the LTIPs 2012 and 2013):
Gerhard Roiss: Invested shares: 34,932
David C. Davies: Invested shares: 25,614
Wolfgang Ruttenstorfer: Invested shares: 38,278
Werner Auli: Invested shares: 20,096
Jaap Huijskes: Invested shares: 12,136
Manfred Leitner: Invested shares: 12,993
Plan mechanisms
The own invested shares will be allocated proportionally to the relevant
performance criterion, each calculated target number will be rounded down.
Before vesting date (March 31, 2014) the potential bonus-shares are "virtual",
i.e. the participants do not hold the shares and have no voting or dividend
rights. As of the vesting date the definite number of shares shall be
calculated depending on the achievement of the performance criteria. The
definite number of shares to be granted represents the sum (rounded up) of the
bonus shares of each single criterion calculation. The so calculated bonus
shares will be delivered in shares or in cash, depending on the individual
arrangement with the respective participant. These shares are at the free
discretion of the participant.
The number of shares per performance criterion is calculated using the relevant
target achievement percentage. The minimum of bonus shares per performance
criterion is 0% of the per performance criterion defined target number of
shares. The maximum of bonus shares per performance criterion is 200% of the
per performance criterion defined target number of shares. Overall the minimum
of bonus shares is 25% and the overall maximum of bonus shares is 175% of the
number of shares allocated to them in 2011.
The performance criteria aiming at sustainable internal and external value
creation are:
- 30%: Absolute total shareholder return (TSR)
- 30%: Absolute economic value added (EVA): Cumulative 3-year target.
- 30%: Absolute earnings per share (EPS): Average 3-year target, performance is
calculated by comparing the average EPS within the performance period.
- 10%: Absolute safety performance: cumulative 3-year target.
In 2011, the performance targets were set for the performance period (January
1, 2011 until December 31, 2013) and communicated to plan participants. It was
not allowed to modify the performance criteria thereafter.
Share transfer/pay-out
The participants shall receive the bonus either in the form of shares or cash.
Already at the point in time when the participant declares his/her
participation in the LTIP 2011, on the basis of an individual agreement a
decision was made as to whether the participant will receive the cash
equivalent amount of the bonus shares in seven installments to be effected in
cash or through a one-off cash payment (after deduction of taxes and duties).
Those participants with whom a cash payment in a single amount (installment)
was agreed may declare by March 15, 2014 at the latest that they would like to
have a transfer of bonus shares (after deduction of taxes and duties) to an
individual depot instead of the cash payment. The cash bonus amount will be
calculated by using the OMV's closing price at vesting date (March 31, 2014).
If the approval of 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 but latest three months after the determination of the
performance criteria achievement and approval by the Supervisory Board. In the
event that cash payments or share transfers are made on the basis of incorrect
or false data, the overpayment has to be repaid to the Company.
The participants' personal investment shares must be held until March 31, 2016.
Rules for leaving participants
Bad leavers:
- Before the vesting date (March 31, 2014): Unvested bonus shares from the plan
shall be forfeited and shares invested by participants shall be retransferred
when the participant leaves the Company.
- During the holding period: Shares invested by the participant shall be
retransferred when the participant leaves the Company.
Good leavers:
- Before the vesting date (March 31, 2014): Unvested plans continue pro rata
temporis relative to the entry year followed by the holding period; shares
invested by the participant shall be retransferred at the end of the last
plan.
- During the holding period: Shares invested by the participant shall be
retransferred at the end of the last plan.
Retirement, permanent disability:
- Before the vesting date (March 31, 2014): Unvested plans continue pro rata
temporis relative to the entry year followed by the holding period; shares
invested by the participant shall be retransferred at the end of the last
plan.
- During the holding period: Shares invested by the participant which are not
required for other unvested plans are retransferred.
Death:
- Before the vesting date (March 31, 2014): Unvested plans shall be evaluated
and settled in cash per the date of the death, and shares invested by the
participant shall be retransferred as soon as possible.
- During the holding period: Shares invested by the participant shall be
retransferred as soon as possible.
Disposal of the Group company where the participant is employed:
- Before the vesting date (March 13, 2014): Unvested plans continue followed by
the holding period, and own investments are retransferred at the end of the
last plan.
- During the holding period: Own investments are retransferred at the end of
the last plan.
2. Matching Share Plan 2013
Plan purpose and objectives
The Matching Share Plan (MSP) 2013 is, as an integral part of the annual bonus
agreement, a long-term compensation and incentive instrument for the Members of
the Executive Board that promotes retention and combines the interests of
management and shareholders via a long-term investment in restricted shares.
The plan also seeks to prevent unnecessary risk-taking. The MSP provides shares
which will be used in order to fulfill personal investment and shareholding
requirements under the existing and future long term incentive plans until such
requirement is fulfilled (see vesting/payout). All shares to be granted under
the MSP 2013 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 15, 2013, for Executive Board members, an award of shares will be made to
match 100% of their gross annual cash bonus. The maximum gross annual cash
bonus can amount to 100% of the annual gross base salary and is based on the
following performance criteria: 40% financial targets, 30% production and
growth targets, 10% efficiency targets and 20% sustainability targets.
The shares granted have to be reduced or have to be returned in the case of a
clawback event. Furthermore, if the shares or cash equivalent was 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 MSP.
Plan mechanisms
On determination of the annual cash bonus by the Remuneration Committee of the
Supervisory Board, an equivalent matching bonus 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. Executive Board
members can choose between cash payment or shares if and to the extent that
they have already fulfilled the shareholding requirements for the LTIP 2013
applicable to Executive Board members. Dividends earned from the vested shares
are paid out in cash to the Executive Board members.
Determination of number of shares
On determination of the gross annual cash bonus an award of 100% of the gross
annual cash bonus earned in the previous year is made in company shares. The
number of shares awarded is calculated as follows: The gross annual cash bonus
amount is divided by the average closing price for OMV shares at the Vienna
Stock Exchange over the three-month period November 1, 2013 - January 31, 2014.
The resulting number of shares is rounded down.
Effective dates and term
- Plan start: January 1, 2013 as an integral part of the annual bonus
agreement
- Vesting Date: March 31, 2014, subject to Supervisory Board approval
- Holding period (to the extent applicable): 3 years from vesting.
Share transfer/Pay-out
If authorization for the share transfer has been given by the Supervisory Board
on Vesting Date or earlier, transfer of bonus shares will be executed on the
next business day after Vesting Date, otherwise the transfer takes place with
the beginning of the next month following the authorization. The company does
not cover any share price risk caused by the delay or by transfer.
To the extent the shareholding requirement under the LTIP 2013 for Executive
Board members is not fulfilled, the payment will, subject to legal
restrictions, if any, be automatically made in the form of shares (net after
tax deduction) until the requirement is reached. As far as the shareholding
requirement is fulfilled, the payout can be made also in cash. The Executive
Board members can opt for (i) single payment in shares, or (ii) single payment
in cash, or (iii) cash payment in instalments. Executive Board members must
make this decision by quarter three of the year the plan starts. If such a
decision cannot be taken because of compliance relevant information the payment
will automatically be made in cash (single payment).
The delivery of shares or cash payment to the participants is made net after
deduction of taxes (payroll tax deduction).
Leaving Executive Board members
The rules outlined above for the LTIP 2011 apply, provided that for good
leavers and in the case of retirement and permanent disability the vesting of
unvested awards remains subject to a decision to be made by the Supervisory
Board in its discretion.
Clawback
Under the following circumstances, the Supervisory Board may reduce the number
of shares vesting under the MSP or may request from the Executive Board members
a retransfer of shares or a repayment of cash payments which have been granted
or made under the MPS:
- Reopening of audited financial statements due to miscalculation.
- 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
According to the above mentioned criteria of the LTIP 2011 and the MSP 2013 and
the achievements of the performance 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: 66,888
David C. Davies: 52,731
Wolfgang Ruttenstorfer: 11,034
Werner Auli (estate): 23,170
Hans-Peter Floren: 17,064
Jaap Huijskes: 37,154
Manfred Leitner: 33,528
Other senior executives: 31,432
The numbers of shares mentioned above are gross numbers. The actual number of
transferred shares will be a net amount after deduction of taxes and duties and
will be published after the transfer on the website of OMV under
http://www.omv.com/portal/01/com/omv/OMVgroup/Investor_Relations/OMV_Share/Share
_Buybacks_Sales/2014.
4. Exclusion of shareholders' opportunity to purchase treasury 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 Long Term
Incentive Plan 2011 and to Executive Board members under the Matching Share
Plan 2013. OMV thereby intends to increase the focus of the participating
persons on the long-term company value and their identification with the
Company. The LTIP 2011 and the MSP 2013 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 2011 and the MSP 2013, the shareholders' opportunity to purchase
OMV treasury shares.
The LTIP 2011 was approved by the Annual General Meeting of the Company on May
17, 2011. The MSP 2013 was approved by the Annual General Meeting of the
Company on May 15, 2013.
The interests of the Company prevail over the shareholders' interest in having
an opportunity to purchase OMV treasury shares. Taking into account all
circumstances the exclusion of the shareholders' opportunity to purchase
treasury shares is necessary, reasonable, appropriate, in the best interest of
the Company and therefore objectively justified.
Vienna, March 2014 The Executive Board and the Supervisory Board
Further inquiry note:
OMV
Investor Relations:
Felix Rüsch
Tel. +43 1 40 440-21600
e-mail: investor.relations@omv.com
Media Relations:
Johannes Vetter
Tel. +43 1 40 440-22729
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