Commentary & Deal Flow

Reoffer: PerpNC6.5: 4.575% / 98.921
Benchmark: DBR 2.5 15-Nov-32 + 174.1bp (@ 98.039)

Final Books: In excess of €2.05bn+. Peak book above €3.8bn+ (pre-rec)
Launched: PerpNC6.5: €750m @ 4.575% - Book above €2.6bn+
Guidance: PerpNC6.5: 4.625%a +/-5bp WPIR - Book above €3.8bn+ (pre-rec)
IPTs: PerpNC6.5: 5.125%a

• Issuer: OMV Aktiengesellschaft (Ticker: OMVAV, Country: AT)
• Issuer LEI: 549300V62YJ9HTLRI486
• Issuer Ratings: A3 (stable)/A- (stable) (Moody's/Fitch)
• Exp. Instrument Ratings: Baa2/BBB (Moody's/Fitch)
• Rating Split: Issuer: A3/A- (Moody's/Fitch), Issue: Baa2/BBB (Moody's/Fitch)
• Exp. Equity Content: Basket M (50%) / Equity Credit (50% until the First Reset Date) (Moody's/Fitch)
• Status and Subordination of the Notes: The obligations of the Issuer under the Notes constitute unsecured obligations of the Issuer which in an insolvency or liquidation of the Issuer rank (a) pari passu among themselves and with any Parity Obligation (as defined in the Terms & Conditions of the Notes), (b) subordinated to all present and future unsubordinated and subordinated obligations of the Issuer (other than Parity Obligations and Junior Obligations (as defined in the Terms & Conditions of the Notes)), and (c) senior only to all present and future Junior Obligations.
• Denominations: €100,000 x €100,000
• Format: Reg S, Bearer, Cat 2; Classical Global Note; Notes are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note; TEFRA D
• Maturity: Perpetual
• Tenor: Perp-NC-6.5-year
• Currency: €
• Size: €750m
• Reoffer: 4.575% / 98.921 cash px
• Benchmark: DBR 2.5 15-Nov-32 + 174.1bp (@ 98.039)
• Pricing Date: 03-Jun-26
• Settlement Date: 10-Jun-26 (T+5)
• First Call Date: 13-Sep-32 (falling on the first Business Day within the 90 calendar day period prior to the First Reset Date)
• First Reset Date: 10-Dec-32
• Step-Up Date (if no S&P Rating Event has occurred): 10-Dec-37
• First Step-Up Date (if S&P Rating Event has occurred): 10-Dec-37
• Second Step-Up Date (if S&P Rating event has occurred): 10-Dec-52
• Interest Payment Dates: Interest shall be payable annually in arrear on 10 December each year, subject to interest deferral. The first payment of interest will be on 10-Dec-26 (first short coupon)
• Interest: 4.375% per annum until the First Reset Date; Then resets every 5 years at 5yr EUR Mid-Swap + Margin (inc. relevant step-up), subject to benchmark replacement provisions
• S&P Rating Event: "S&P Rating Event" means that Standard & Poor's assigns a Solicited Rating of BBB- or better to the Issuer's senior debt up to and including the 30th Business Day prior to the First Reset Date
• Margin: The initial margin of 165.6bps from the First Reset Date until the Step-up Date or the First Step-up Date if S&P Rating Event has occurred, and either: i) a margin of 265.6bps (including a 100bps step-up) from the "Step-Up Date" or ii) if an S&P Rating Event has occurred, a margin of 190.6bps (including a 25bps step-up) from the "First Step-Up Date" to the "Second Step-Up Date" and a margin of 265.6bps (including a 100bps cumulative step-up) from the Second Step-Up Date. However, if the Issuer does not obtain a written confirmation issued by Standard & Poor's within 90 days following the occurrence of the S&P Rating Event, that the Notes are assigned "intermediate equity content", there shall only be the Step-up Date and the Margin shall be the same as if no S&P Rating Event had occurred. 500bps step-up after occurrence of Change of Control
• Day Count Fraction: Act/Act (ICMA), Unadjusted
• Business Days: T2
• Interest Deferral: The Issuer may, at its sole discretion, elect to defer all or part of any interest payments on an Interest Payment Date (on a cumulative, non-compounding basis)
• Settlement of Deferred Interest: Optional settlement of deferred interest, in whole or in part, at any time. Mandatory settlement of deferred interest, in whole but not in part, upon: (i) discretionary distribution or redemption of any Junior or Parity Obligations (ii) next Interest Payment Date where the Issuer pays interest in full (iii) redemption of the Notes and (v) winding-up; subject to customary carve-outs
• Optional Redemption Date: The Issuer may, redeem in whole but not in part, the Notes on any date from (and including) 13-Sep-32 (any Business Day during the period of 90 calendar days prior to the First Reset Date) to and (including) the First Reset Date or on any Interest Payment Date thereafter at par
• Make-Whole Call Option: The Issuer may, redeem all, but not some only, of the Notes at any time other than an Optional Redemption Date, at the higher of: (i) par and (ii) present value of remaining cash flows to the next Optional Redemption Date, discounted at Bunds + .30% p.a.
• Other Early Redemptions: The Issuer may redeem the Notes, upon the occurrence of: (a) Gross-up Event, Repurchase Event (≥75%) and Change of Control Event (margin would be increased by a further 5% if the Notes are not redeemed), at any time, at par plus any interest accrued on the Note to but excluding the date of redemption but yet unpaid and, for the avoidance of doubt, any Deferred Interest Payments payable (b) Tax Event, Accounting Event and Rating Event, each at 101% plus any interest accrued prior to the First Call Date (first Business Day within the 90 calendar day period prior to First Reset Date) and at par plus any interest accrued on the Note to but excluding the date of redemption but yet unpaid and, for the avoidance of doubt, any Deferred Interest Payments payable thereafter
• Events of Default: None
• Replacement Language: Intention based, with customary carve-outs valid until the Step-up Date (or if following the occurrence of an S&P Rating Event, the Second Step-Up Date)
• Use of Proceeds: Re-financing requirements as well as general corporate purposes
• Governing Law: German law (Status governed by Austrian Law)
• Documentation: Pursuant to the €14,000,000,000 Euro Medium Term Note Programme for the issue of the Notes dated 02-Jun-26 with standard CPs as per the EMTN programme
• Listing: Notes to be admitted to the Official List of Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange's regulated market and Vienna Stock Exchange's regulated market
• Joint Global Coordinators, Structuring Advisors and Bookrunners: Barclays, Mizuho (B&D)
• Joint Bookrunners: Citi, IMI – Intesa Sanpaolo, J.P. Morgan, UniCredit
• Target Market: Manufacturer target market (MiFID II product governance and UK MiFIR product governance rules) is eligible counterparties and professional clients only (all distribution channels). No sales to retail in EEA or in the United Kingdom. No PRIIPs key information document (KID) or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) and the Consumer Composite Investments (Designated Activities) Regulations 2024 will be prepared
• Selling Restrictions: United States, EEA (prohibition on retail), United Kingdom (prohibition on retail), Japan, Singapore, Canada and Switzerland
• Sales to Canada: Offers/sales into Ontario only, subject to compliance with applicable law
• Clearing: Euroclear SA/NV and Clearstream SA
• Common Code: 3401027118
• ISIN: XS3401027118
• Timing: PRICED. TOE 15.49 UKT / 16.49 CET. FTT 16.15 UKT / 17.15 CET