Omv Aktiengesellschaft

Prospectus dated 27 August 2020 OMV AKTIENGESELLSCHAFT (incorporated as a joint stock corporation (Aktiengesellschaft) under the laws of the Republic of Austria) Euro 750,000,000 2.500 % Perpetual Subordinated Fixed to Reset Rate Notes ISIN XS2224439385, C ommon C ode 222443938, W KN A281UC Issue Price: 100.00 per cent. Euro 500,000,000 2.875 % Perpetual Subordinated Fixed to Reset Rate Notes ISIN XS2224439971, C ommon C ode 222443997, W KN A281UD Issue Price: 100.00 per cent. OMV Aktiengesellschaft, T rabrennstraße 6-8, 1020 Vienna, Republic of Austria ("OMV AG" or the "Issuer") will issue on 1 September 2020 (the "Issue Date") EUR 750,000,000 2.500% Perpetual Subordinated Fixed to Reset Rate Notes (the "NC6 Notes") and EUR 500,000,000 2.875% Perpetual Fixed to Reset Rate Notes (the "NC9 Notes" and together with the NC6 Notes, the "Notes" and each a "Series of Notes") in the denomination of EUR 100,000 each. The Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). T he NC6 Notes shall bear interest on their aggregate principal amount (i) from and including the Issue Date to but excluding 1 September 2026 (the "NC6 First Reset Date") at a fixed rate of 2.500% per annum; (ii) from and including the NC6 First Reset Date to but excluding 1 September 2030 at the relevant 5-year swap rate for the relevant interest period plus a margin being equal to the initial credit spread and (iii) from and including 1 September 2030 at the relevant 5-year swap rate for each interest period thereafter plus a margin being equal to the initial credit spread plus 100 basis points per annum (as set forth in the terms and conditions of the NC6 Notes, the "NC6 Terms and Conditions"). Interest on the NC6 Notes, if any, is payable annually in arrear on 1 September each year commencing on 1 September 2021 (each an "NC6 Interest Payment Date"). T he NC9 Notes shall bear interest on their aggregate principal amount (i) from and including the Issue Date to but excluding 1 September 2029 (the "NC9 First Reset Date" and the NC6 First Reset Date and the NC9 First Reset Date, each a "First Reset Date") at a fixed rate of 2.875% per annum; (ii) from and including the NC9 First Reset Date to but excluding 1 September 2030 at the relevant 5-year swap rate for the relevant interest period plus a margin being equal to the initial credit spread and (iii) from and including 1 September 2030 at the relevant 5-year swap rate for each interest period thereaft er plus a margin being equal to the initial credit spread plus 100 basis points per annum (as set forth in the terms and conditions of the NC9 Notes, the "NC9 Terms and Conditions" and together with the NC6 Terms and Conditions, the "Terms and Conditions"). Interest on the NC9 Notes, if any, is payable annually in arrear on 1 September each year commencing on 1 September 2021 (each an "NC9 Interest Payment Date" and together the NC6 Interest Payment Date together with the NC9 Interest Payment Date, each an "Interest Payment Dates"). Payment of interest in relation to each Series of Notes may be deferred at the option of the Issuer in whole but not in part (the "Deferred Interes t Payments"). T he Issuer may pay such Deferred Interest Payments (in whole or in part) at any time upon due notice but will only be obliged to pay such Deferred Interest Payments on the Notes (in whole, but not in part) under certain other circumstances (as set out in the Terms and Conditions). Such Deferred Interest Payments will not bear interest themselves. The Notes have no scheduled redemption. The Issuer may call each Series of Notes for redemption (in whole but not in part) with effect as of (i) any Business Day during the period of 90 calendar days up to and including the First Reset Date or (ii) the Second Reset Date or (iii) any Interest Payment Date thereafter. T he Issuer may redeem each Series of Notes following a Gross-up Event, a Tax Event, an Accounting Event, a Rating Event, a Repurchase Event or a Change of Control Event (each as defined in the Terms and Conditions). The expected rating of the Notes is "Baa2" from Moody's Investors Services ("Moody's") and "BBB" from Fitch Ratings Ltd ("Fitch"). In the case of an insolvency or liquidation of the Issuer, the obligations of the Issuer under the Notes will rank subordinated to all present and future unsubordinated and subordinated obligations of the Issuer (as set out in § 2 (1) (b) of the Terms and Conditions). Each Series of Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons, which will be exchangeable for a permanent global note (the "Permanent Global Note") without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. This prospectus (the "Prospectus") constitutes a prospectus within the meaning o f Article 6 of the Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017, as amended (the "Prospectus Regulation"). This Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and the website of the Issuer (www.omv.com) and will be available free of charge at the specified office of the Issuer. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") of the Grand-Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority (the "Competent Authority") under the Prospectus Regulation and the Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières - the "Luxembourg Law"). This Prospectus will be valid until 27 August 2021. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus will cease to apply onc the Notes have been admitted to trading on a regualated market and at the latest upon expiry of the validity period of the Prospectus. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. By approving this Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer pursuant to Article 6(4) Luxembourg Law. Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. The Issuer has requested the CSSF to provide the competent authority in the Republic of Austria ("Austria") with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Regulation (the "Notification"). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and are subject to United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act ("Regulation S") unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. Application has been made to the Luxembourg Stock Exchange for each Series of Notes to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market. Furthermore, an application will be made to list the Notes on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange. Each of the Luxembourg Stock Exchange's Regulated Market and the Vienna Stock Exchange's Official Market (Amtlicher Handel) are regulated markets for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II") (the "Regulated Market"). Structuring Agents to the Issuer and Global Coordinators Barclays MUFG UniCredit Bank Austria Active Bookrunners BNP PARIBAS Crédit Agricole CIB J.P. Morgan Société Générale Corporate & Investment Banking Passive Bookrunners Bayern LB DZ BANK AG Helaba SMBC Nikko RESPONSIBILITY STATEMENT The Issuer with its registered office in Vienna, Austria, accepts responsibility for the information contained in this Prospectus and declares to the best of its knowledge that the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. NOTICE No person is authorised to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer or the managers set forth on the cover page (each a "Manager" and together, the "Managers"). This Prospectus should be read and understood in conjunction with any supplement hereto, if any, and with any other documents incorporated herein by reference.

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