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OMV AKTIENGESELLSCHAFT (Incorporated As a Joint Stock Corporation (Aktiengesellschaft) Under the Laws of the Republic of Austria) Supplement No. 1 dated 20 November 2018 to the Original Base Prospectus dated 7 June 2018 OMV AKTIENGESELLSCHAFT (incorporated as a joint stock corporation (Aktiengesellschaft) under the laws of the Republic of Austria) Euro 6,000,000,000 Euro Medium Term Note Programme for the issue of the Notes (the "Programme") This supplement no. 1 to the base prospectus dated 20 November 2018 (the "Supplement No. 1") is prepared in connection with the Euro 6,000,000,000 Euro Medium Term Note Programme for the issue of the Notes (the "Programme") of OMV Aktiengesellschaft (the "Issuer" or "OMV AG") and is supplemental to, and should be read in conjunction with, the base prospectus dated 7 June 2018 (the "Original Base Prospectus") in respect of the Programme. This Supplement No. 1 is a supplement in the meaning of article 13.1 of the Luxembourg Act on Securities Prospectuses (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act") as amended from time to time which implements article 16 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive") as amended from time to time. Unless otherwise stated or the context otherwise requires, terms defined in the Original Base Prospectus have the same meaning when used in this Supplement No. 1. The Supplement No. 1 is related to (i) the fact that OMV AG published unaudited and unreviewed group financial figures as of and for the nine months ended 30 September 2018 and unaudited and unreviewed group financial figures for the third quarter of the financial year 2018 which shall be incorporated by reference into the Original Base Prospectus by way of this Supplement No. 1, and (ii) recent developments of and affecting the Issuer and the Group. In accordance with article 13.2 of the Prospectus Act, investors who have already agreed to purchase or subscribe for any securities issued under the Programme prior to the publication of this Supplement No. 1 shall have the right, exercisable within two working days after the publication of this Supplement No. 1, to withdraw their acceptance to purchase or subscribe for the securities, provided that any new factor, mistake or inaccuracy covered in this Supplement No. 1 arose before the final closing of the offer to the public and the delivery of the securities. The final date of the right of withdrawal is 22 November 2018. A withdrawal, if any, of an order must be communicated in writing to the Issuer at its registered office as specified in the Original Base Prospectus and on the last page of this Supplement No. 1. However, as of the date of this Supplement No. 1, no issues, placements and offers of securities have been made by the Issuer or any other entity under the Programme. The Issuer has requested the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand-Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority (the "Competent Authority") under the Prospectus Act to approve this Supplement No. 1 and to provide the competent authorities in the Federal Republic of Germany ("Germany") and in the Republic of Austria ("Austria") with a certificate of approval (each a "Notification") attesting that this Supplement No. 1 has been drawn up in accordance with the Prospectus Act as amended from time to time. The Issuer may request the CSSF to provide competent authorities in additional host member states within the European Economic Area with a Notification concerning the Original Base Prospectus and this Supplement No 1. To the extent that there is any inconsistency between (i) any statement in this Supplement No. 1 or any statement incorporated by reference into the Original Base Prospectus by this Supplement No. 1 and (ii) any other statement in or incorporated by reference into the Original Base Prospectus, the statements in this Supplement No. 1 shall prevail. This Supplement No. 1 together with the documents incorporated by reference will be published in the same way as the Original Base Prospectus in electronic form on the website of the Luxembourg Stock Exchange, being www.bourse.lu, and be available free of charge at the specified office of the Issuer at Trabrennstraße 6-8, 1020 Vienna, Austria. 2 IMPORTANT NOTICE This Supplement No. 1 should be read and understood in conjunction with the Original Base Prospectus and with the documents incorporated by reference into the Original Base Prospectus as supplemented by this Supplement No. 1 and with any further supplements to the Original Base Prospectus. Full information on the Issuer and any tranche of notes is only available on the basis of the combination of the Original Base Prospectus, this Supplement No. 1, any further supplements thereto and the relevant final terms for such tranche (the "Final Terms"). The Issuer confirms that this Supplement No. 1 together with the Original Base Prospectus contains all information with regard to the Issuer and the Notes (as defined in the Original Base Prospectus) which is material in the context of the Programme and the issue and offering of Notes thereunder; that the information contained herein with respect to the Issuer and the Notes is accurate in all material respects and is not misleading; that the opinions and intentions expressed herein are honestly held; that there are no other facts with respect to the Issuer or the Notes, the omission of which would make the Original Base Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading and that all reasonable enquiries have been made to ascertain all facts material for the purposes aforesaid. No person has been authorised to give any information which is not contained in, or not consistent with, this Supplement No. 1 and the Original Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as in the public domain and, if given or made, such information must not be relied upon as having been authorised by the Issuer. This Supplement No. 1 and the Original Base Prospectus as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Supplement No. 1 and the Original Base Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since that date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Supplement No. 1 and/or the Original Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Supplement No. 1 and/or the Original Base Prospectus or any Final Terms comes are required to inform themselves about and observe any such restrictions. For a description of restrictions applicable in the United States of America, Japan, the European Economic Area and the United Kingdom see section "Subscription and Sale" starting on page 225 of the Original Base Prospectus. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons. This Supplement No. 1 and the Original Base Prospectus may only be used for the purpose for which they have been published. This Supplement No. 1, the Original Base Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by and to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. This Supplement No. 1, the Original Base Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or purchase any of the Notes. 3 RESPONSIBILITY STATEMENT OMV AG, with its registered office in Vienna, Austria, accepts responsibility for the information contained in this Supplement No. 1. OMV AG hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement No. 1 is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. 4 Changes to the Original Base Prospectus Global change Throughout the Original Base Prospectus references to "Euro 6,000,000,000" shall be replaced by references to "Euro 8,000,000,000". Changes to the section titled "SUMMARY" Change to section B.4b of the summary: The fifth sentence of section B.4b ("Known trends affecting the Issuer and the industries in which it operates") of the summary on page 4 of the Original Base Prospectus is replaced as follows: " B.4b Known trends affecting the … Throughout the first half of 2018, the oil price was stabilizing Issuer and the industries in at a level of around USD 70/bbl. In the third quarter of 2018, which it operates Brent has shown an upward move and peaked above USD 85/bbl.
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