Corporate Governance

MOL Group Organization

MOL POLICY

MOL Hungarian Oil and Gas Public Limited Company (hereinafter: “MOL” or “Company”) has always been committed to implementing the highest standards of corporate governance structures and practices. This is not only with regard to national expectations but also with reference to the continually evolving and improving standards of good governance on an international level. As a result MOL is geared towards shareholders’ interests, whilst taking into account the interests of a broader group of stakeholders inevitably necessary to enhance the creation of exceptional value for MOL’s shareholders and society.

Among other things, the voluntary approval of the declaration on the Budapest Stock Exchange Corporate Governance Recommendations by the Annual General Meeting in 2006, before the official deadline, served as testament to the Company’s commitment to corporate governance. In addition, MOL made a declaration concerning the application of the corporate governance recommendations of the Warsaw Stock Exchange prior to the admission of its shares to the Warsaw Stock Exchange in December 2004. The Company submits its declaration on this topic to the Budapest Stock Exchange every year, reviews the compliance with the Recommendation of the Warsaw Stock Exchange and in case of any change, publishes it.

MOL’s corporate governance practice meets the requirements of the regulations of the Budapest Stock Exchange and the relevant capital market regulations. MOL also subjects its policies to regular review to ensure that they take account of the continually evolving international best practice in this area.

SHAREHOLDERS (GENERAL MEETING)

The general meeting is the supreme body of the Company consisting of the totality of shareholders.

The general meeting, as the main decision-making body, enables shareholders to make decisions on issues that are of a material nature concerning the operations of the Company, to approve actual corporate governance actions and to exercise effective governance and control rights.

EXERCISING THE SHAREHOLDERS’ RIGHTS, GENERAL MEETING PARTICIPATION

Voting rights on the general meeting can be exercised based on the voting rights attached to shares held by the shareholders. Each “A” Series share entitles its holder to one vote. The actual voting power depends on how many shares are registered by the shareholders participating in the general meeting.

Shareholders can exercise their right at MOL General Meetings either in person or by nominee. In addition, our company gives the opportunity to represent themselves through a Proxy card in accordance with the Articles of Association. An internet subsite containing materials for the general meeting serves to facilitate participation (https://molgroup.info/en/investor-relations/annual-general-meeting) which contains several information, including a location map, the conditions for participation, the general meeting documents, and the power of attorney templates.

Condition of participation and voting at the general meeting for shareholders is that the holder of the share(s) shall be registered in the Share Register. The depositary shall be responsible for registering the shareholders in the Share Register pursuant to the instructions of such shareholders in line with the conditions set by the general meeting invitation. According to Article 8.6 of the Articles of Association: „Each shareholder – at the shareholder’s identification related to the closing of the share registry prior to the next general meeting –, shall declare whether he, or he and any other shareholder belonging to the same shareholder group as specified in Articles 10.1.1 and 10.1.2 holds at least 2% of the Company’s shares, together with the shares regarding which he asks for registration.” If the conditions described in the previous sentence are met, the shareholder requesting registration is obliged to declare the composition of the shareholder group taking into account the provisions of Articles 10.1.1 and 10.1.2.

Furthermore, the shareholder shall, on the request of the Board of Directors, immediately identify the ultimate beneficial owner with respect to the shares owned by such shareholder. In case the shareholder fails to comply with the above request or in case there is reasonable ground to assume that a shareholder made false representation to the Board of Directors, the shareholder’s voting right shall be suspended and shall be prevented from exercising it until full compliance with the said requirements.

According to Article 10.1.1 of the Articles of Association: „No shareholder or shareholder group (as defined in Article 10.1.2 of Articles of Association) may exercise more than 10% of the voting rights with the exception of the organization(s) acting at the Company’s request as depository or custodian for the Company’s shares or securities representing the Company’s shares (the latter shall be exempted only insofar as the ultimate person or persons exercising the shareholder’s rights represented by the shares and securities deposited with them do not fall within the limitations specified here below).”

In accordance with Act V of 2013 on the Civil Code (hereinafter: “Civil Code”) the shareholders have the right to participate, to request information and to make remarks and proposals at the general meeting. Shareholders are entitled to vote, if they hold shares with voting rights. The shareholders having at least one per cent of the voting rights may request the Board of Directors to add an item to the agenda of the general meeting. Where a group of shareholders together controlling at least one per cent of the votes in the Company propose certain additions to the agenda in accordance with the provisions on setting the items of the agenda, or table draft resolutions for items included or to be included on the agenda, the matter proposed shall be construed to have been placed on the agenda if such proposal is delivered to the Board of Directors within eight days following the time of publication of notice for the convocation of the general meeting, and the Board of Directors publishes a notice on the amended agenda, and on the draft resolutions tabled by shareholders upon receipt of the proposal. The conditions to participate in the general meeting are published in the invitation to the general meeting. Invitations to the general meeting are published on the company website according to the Articles of Association. The ordinary general meeting is usually held in April, in line with the current regulations.

The ordinary general meeting, based on the proposal of the Board of Directors approved by the Supervisory Board, shall have the authority to determine profit distribution, i.e. the amount of the profit after taxation to be reinvested into the Company and the amount to be paid out as dividends. Based upon the decision of the general meeting, dividend can be paid in a non-cash form as well.

The starting date for the payment of dividends shall be defined by the Board of Directors in such way as to ensure a period of at least 10 working days between the first publication date of such announcement and the initial date of dividend distribution. Only those shareholders are entitled to receive dividend, who are registered in the share register of the Company on the basis of shareholders identification executed on the date defined by the Board of Directors and published in the announcement on the dividend payment. Such date relevant to the dividend payment determined by the Board of Directors may deviate from the date of the general meeting deciding on the payment of dividend.

RELATIONSHIP WITH THE SHAREHOLDERS

The Board is aware of its commitment to represent and promote shareholders’ interests, and recognises that it is fully accountable for the performance and activities of the MOL Group. To help ensure that the Company can meet shareholders’ expectations in all areas, the Board continually analyses and evaluates developments, both in the broader external environment as well as at an operational level.

Formal channels of communication with shareholders include regular announcements, the annual report, the half-year report and quarterly earnings reports, furthermore extraordinary announcements. Regular and extraordinary announcements are published on MOL’s website, on the Budapest Stock Exchange (primary exchange), on the Warsaw Stock Exchange and on the Capital Market Information Disclosure System operated by the National Bank of Hungary (Magyar Nemzeti Bank). Moreover we send e-mail announcements to those who subscribed to the distribution list of e-mail announcements of Investor Relations and to the international and domestic media. In addition, presentations on the business, its performance and strategy are given to shareholders at the Annual General Meeting. Regular Roadshow visits are also made to various cities in the UK, the US and Continental Europe where meetings are held with representatives of the investment community, including MOL’s shareholders and holders of MOL’s Depository Receipts (DR). Furthermore, investors are able to raise questions or make proposals at any time during the year, including the Company’s general meeting. Investor feedbacks are regularly reported to the Board of Directors.

MOL has an Investor Relations department which is responsible for the organisation of the above activities as well as for the day-to-day management of MOL’s relationship with its shareholders (contact details are provided in the “Shareholder Information” section at the end of the annual report). Extensive information is also made available on MOL’s website (https://molgroup.info/en/ ), which has a dedicated section for shareholders and the financial community. MOL has always paid special attention to provide a considerably wide range of information to the capital markets, in line with international best practice. Therefore Investor Relations Department of MOL is continuously renewing its website (direct link at: https://molgroup.info/en/investor-relations). The aim of the development is to make the website even more user-friendly, in line with the intention to continuously improve our services. These enable us to meet the expectations of our shareholders, analysts and other capital market participants more effectively.

An overview of the Company's publication policy

In its publication policy, MOL Plc. applies the disclosure rules prescribed by law, the Corporate Governance Recommendations of the Budapest Stock Exchange and the Company's Articles of Association.

The company places great emphasis on presenting its short- and long-term goals on a regular basis, periodically publishes presentations on its long-term strategy and explains its short-term objectives in detail in its annual and halfyear reports. In addition to the halfyear and annual report required by law, it publishes quarterly reports on its operational and financial results four times a year.

The guidelines for the nomination of members of the Board of Directors and the Supervisory Board available on its website.

Risk factors affecting the company's operation and management, as well as the company's risk management principles are constantly updated in its annual and semi-annual reports

It makes relevant information on employees and other stakeholders, corporate governance practices, the structure of the corporate governance system and the ownership structure available on its website.

Formal channels of communication with shareholders include regular announcements, the annual report, the half-year report and quarterly earnings reports, furthermore extraordinary announcements. Regular and extraordinary announcements are published on MOL’s website (https://molgroup.info/en/investor-relations/investor-news), on the Budapest Stock Exchange (primary exchange), on the Warsaw Stock Exchange and on the Capital Market Information Disclosure System operated by the National Bank of Hungary (Magyar Nemzeti Bank). Moreover we send e-mail announcements to those who subscribed to the distribution list of e-mail announcements of Investor Relations and to the international and domestic media. In addition, presentations on the business, its performance and strategy are given to shareholders at the Annual General Meeting. Regular There is continuous communication with the company's investors and analysts, currently mainly through online channels. Furthermore, investors are able to raise questions or make proposals at any time during the year, including the Company’s general meeting. Investor feedbacks are regularly reported to the Board of Directors.

Principles of insider trading policy

MOL Group is committed to the fair trade of financial instruments admitted to public trading.

MOL Group employees are expected:

• • not to acquire or dispose of MOL or other company’s shares or other financial instruments for their own account or for the account of a third party, directly or indirectly, do not withdraw or modify orders related to the above financial instruments, do not give order or instruction for this, do not induce another person to do so and do not suggest or accept decisions connected to the above financial instruments, if they are in possession of insider information,

  • not to disclose insider information to persons not belonging to MOL Group except they are empowered in writing to do is,

  • to be careful when disclosing insider information even within the employees of MOL Group, to hand over information only in the possession of a permission and to the extent necessary to carry out work,

  • to protect insider information from accidental disclosures to the public.

All employees of MOL participates in regular, annual recurring training on the rules related to the prohibition of insider trading and the handling of insider information. Employees regularly take exams on the knowledge they have acquired in education.

The Insider Committee of MOL decides on matters related to the registration, delay, publication of insider information and other insider related questions.

Board of Directors

Brief presentation of the operation of the Board of Directors

MOL’s Board of Directors acts as the highest managing body of the Company and as such has collective responsibility for all corporate operations.

The Board’s key activities are focused on achieving increasing shareholder value with also consideration to other stakeholders’ interest; improving efficiency and profitability and ensuring transparency in corporate activities and sustainable operation. It also aims to ensure appropriate risk management, environmental protection and conditions for safety at work.

All decisions related to corporate governance which do not fall within the exclusive competence of the General Meeting or other corporate bodies by law or the Articles of Association belong to the competence of the Board of Directors.

Given that MOL and its subsidiaries effectively operate as a single economic unit, the Board is also responsible for enforcing its aims and policies and for promoting the MOL culture throughout the entire Group.

The Board acts and adopts resolutions as a collective body.

The Board adopted a set of rules (Charter) to govern its own activities in 1991, when the Company was founded; these rules were updated in February, 2022 to ensure continued adherence to best practice standards.

The Charter covers:

• scope of the authority and responsibilities of the Board,

• scope of the committees operated by the Board,

• the scope of the information required by the Board and the frequency of reports,

• main responsibilities of the Chairman and the Deputy Chairman,

• order and preparation of Board meetings and the permanent items of the agenda, and

• decision-making mechanism and the manner in which the implementation of resolutions is monitored,

• rules on conflict of interest.

Members of the Board of Directors shall sign an Annual Declaration on Conflict of Interest in accordance with the form approved by the Board of Directors simultaneously with accepting their membership, and in every calendar year 30 days prior to the date of the annual general meeting. If any conflict of interest specified in the Charter of the Board of Directors occurs with respect to the member of the Board of Directors, such member shall report in Ad hoc Declaration on Conflict of Interest to the Corporate Governance and Remuneration Committee.

The Board of Directors reviewed the publications and the publication processes of MOL Plc. and concluded that the company has robust and efficient processes in place to ensure full compliance with the BSE Corporate Governance Recommendations.

Relationship with the Board of Directors and MOL Group organisations

The governance of the Company is carried out in line with standardised corporate governance principles and practice, and within its framework, starting from 1 February, 2019 authorities and tasks related to the operation of the Company, furthermore certain responsibilities and tasks of strategic importance from the view of Company operations are divided between two top management committees, the Chief Executives’ Committee (“CEC”) and the Management Committee (“MC”).

A consistent document prescribes the distribution of decision-making authorities between the Board of Directors and the Company’s organisations, defining the key control points required for the efficient development and operation of MOL Group’s processes.

Control and management of MOL Group is implemented through business and functional organisations. To enhance corporate governance MC provides a direct link between the CEC and the Company’s work organization, vast majority of the topics discussed by the MC are related to the core operation of the Company. The Chairman of the MC is the Group Chief Executive Officer, its members are the Group Chief Financial Officer, the Group Exploration & Production Executive Vice President, the Group Downstream Executive Vice President, the Group Consumer Services Executive Vice President, the Chief Executive Officer of SLOVNAFT, a.s., the President of the Management Board of INA d.d., the MOL Hungary Managing Director, the Group Human Resources Vice President and the Group Strategic Operations and Corporate Development Executive Vice President.

The CEC, being the regular forum of the three level 1 leaders of the Company, is established with the aim of adopting strategic decisions which do not belong in the competency of the Board of Directors or the general meeting. The CEC examines and supervises matters to be submitted the Board of Directors, furthermore renders preliminary opinion on certain proposals submitted to the Board of Directors. The Chairman of the Chief Executives’ Committee is the Chairman-CEO, its members are the Group Chief Executive Officer and the Deputy Chief Executive Officer.

Additionally, the CEC and the MC operate as decision-making bodies in all questions delegated to their competence by internal regulations and which do not belong in the capacities of the Board of Directors or the general meeting in accordance with the laws and the Articles of Association.

Each member of the MC and the CEC shall have one vote, decisions of the forums are passed with a simple majority of the votes.

Introduction of the main management bodies

Board of Directors

The majority of the members of the Board of Directors are non-executive directors (7 out of 11 members), thus ensuring the independence of the Board from the work organization.

In the course of 2022, 7 members of the Board of Directors were independent in accordance with their related declaration (based on NYSE and EU recommendations).

Members of the Board of Directors in 2022 and their status of independence (professional CVs of members are available on the Company’s website):

Supervisory Board

The Supervisory Board is responsible for monitoring and supervising the Board of Directors on behalf of the shareholders (general meeting). Members of the Supervisory Board shall be elected by the general meeting for a definite period, but for a maximum of five (5) years. The Supervisory Board currently consists of 13 members. In accordance with the Civil Code, 1/3 of the members shall be representatives of the employees, accordingly currently five members of the MOL Supervisory Board are employee representatives while the other eight external persons are appointed by the shareholders.

The members of the Supervisory Board and their independence status:

* Péter Bíró was elected by the 2023 Annual General Meeting as member of the Supervisory Board from 1 May 2023

** Márton István Nagy resigned from his position with an effective date of 30 April 2023

*** The  mandate of Csaba Szabó has expired on 11 April 2023.

The Chairman of the Supervisory Board is a permanent invitee to the meetings of the Board of Directors, Finance and Risk Management Committee and Sustainable Development Committee meetings.

Regular agenda points of the Supervisory Board include the quarterly report of the Board of Directors on the Company’s operations and the reports of Internal Audit and Corporate Security, furthermore it is informed on other relevant topics. In addition, the Supervisory Board reviews the proposals for the Annual General Meeting.

Management members CEC and MC

Members of the CEC:

Members of the MC:

* Member of the MC since 5 June 2023

Presentation of the committees’ structures

The Board operates its committees to increase the efficiency of the Board’s operations and to provide the appropriate professional background for decision-making.

The committees are preparatory, advisory, opinion-forming and proposal-preparing bodies of the Board of Directors and have prior opinion-forming rights, as set out by MOL Group’s List of Decision-making Authorities, in certain questions belonging to the competency of the Board of Directors and in those which are delegated to the competency of respective executive members of the Board of Directors, as the executive management of the Company.

The responsibilities and the rules of procedure of the committees are determined by the Board of Directors based on the proposal of the chairmen of the committees.

The Chairman of the Board of Directors may also request the committees to perform certain tasks.

The members and chairmen of the committees are elected by the Board of Directors. The majority of committee members are non-executive and independent.

The Board operates the following committees and allocates responsibilities to the various committees as follows:

Corporate Governance and Remuneration Committee

Members and dates of appointment to the committee (professional CVs of members are available on the Company’s website):

• Dr. Sándor Csányi - chairman, 17 November, 2000

• Zsolt Hernádi, 8 September, 2000

• Dr. Martin Roman, 4 June, 2010

• Dr. Anthony Radev, 30 May, 2014

• Dr. János Martonyi, 1 July, 2014

The Chairman of the Board of Directors is a permanent member of the Corporate Governance and Remuneration Committee.

Responsibilities:

• Analysis and evaluation of the activities of the Board of Directors,

• issues related to Board/Supervisory Board membership,

• promoting the contact between shareholders and the Board,

• procedural, ethical and regulatory issues,

• reviewing corporate processes, procedures, organisational solutions and compensation and incentive systems and making recommendations on the implementation of best practices.

Finance and Risk Management Committee

Members and dates of appointment to the committee (professional CVs of members are available on the Company’s website):

• Zsigmond Járai – chairman, 4 June, 2010

• Dr. László Parragh, 20 February, 2014

• Dr. Anthony Radev, 30 May, 2014

• Talal Al-Awfi, 30 May, 2019

• József Molnár, 8 September, 2022

The Chairman of the Board of Directors, the Chairman of the Supervisory Board and the Chairperson of the Audit Committee are permanent invitees to the meetings of the Finance and Risk Management Committee.

Responsibilities:

• Review of financial and related reports,

• monitoring the efficiency of the internal audit system,

• review of the scope and results of the planning and audit,

• monitoring of the risk management system,

• monitoring the liquidity position of the Company, the financial and operational risks and the management thereof, review of the operation of Enterprise Risk Management (ERM) system,

• monitoring the independence and objectivity of the external auditor.

Sustainable Development Committee

Members and dates of appointment to the committee (professional CVs of members are available on Company website):

• Dr. László Parragh – Chairman, 30 May, 2014

• Dr. János Martonyi, 1 July, 2014

• Dr. György Bacsa, 8 September, 2022

The Chairman of the Board of Directors, the Chairman and Deputy Chairperson of the Supervisory Board are permanent invitees to the meetings of the Sustainable Development Committee.

Responsibilities:

• To review, evaluate and comment for the Board of Directors on all proposals related to sustainable development (SD),

• to monitor the development and implementation of all SD related policies (e.g. HSE, Code of Ethics, etc.) and discuss ethical issues,

• to supervise the progress on the strategic focus areas of SD in MOL Group,

• to request and discuss reports from business divisions and subsidiaries about their SD performance,

• to review sustainability related data and information of external reports.

Audit Committee

Members of the Audit Committee and dates of their appointment (professional CVs of current members are available on the Company’s website):

• Dr. Anett Pandurics, 30 April, 2019, chairperson since 27 June, 2022

• Péter Bíró, 1 May 2023

• Ivan Mikloš, 1 May, 2016

• Norbert Izer, 15 July, 2022

• Márton István Nagy*, 1 May, 2021

* Márton István Nagy resigned from his position with an effective date of 30 April 2023

In 2006, the general meeting appointed the Audit Committee comprised of independent members of the Supervisory Board. The Audit Committee strengthens the independent control over the financial and accounting policy of the Company.

The independent Audit Committee’s responsibilities include the following activities among others:

• providing assistance to the Supervisory Board in supervising the financial report regime, in selecting an auditor and in working with the auditor, reviewing and monitoring the independence of the statutory auditor, monitoring the effectiveness of the Company's internal audit and risk management systems and make recommendations if necessary;

• carrying out the tasks of the audit committees of its subsidiaries which are consolidated by the Company, operate as public limited companies or issue securities admitted to trading on regulated market, if the relevant laws allow that and the subsidiary in question does not operate a separate audit committee.

Internal control

Compliance & Ethics

MOL Group is committed to pursue ethical, fair and compliant conduct in all activities. In order to achieve the above aims MOL Group operates its Ethics Program and Compliance Plan within Group Strategic Operations and Corporate Development organization. Furthermore, in order to enforce the Code of Ethics and Business Conduct, the independent and objective operation on daily basis belongs to the competence of the Ethics Council, to ensure independence when investigating ethics related complaints.

Ethics activities include the operation of the whistleblowing system (’SpeakUp!’), conducting internal inspections/investigations, preparation of risk analysis, reports.

While taking the specific nature of business into consideration, compliance function reviews the operation and activity of business and functional units and ensures awareness raising in main risk areas. Following the evaluation of the relevant risk factors the organization provides recommendations to enhance compliance and provides assistance for their execution.

Trainings provided on ethical and compliance rules, principles and values aim to raise awareness of employees, they fulfil a preventive function as well.

Compliance and ethics functions carry out all tasks and responsibilities in accordance with the laws of each country, taking EU and international expectations as minimum standards. The organization’s competence covers the whole Group through group and local compliance experts (flagships) and ethics officers.

The organization reports compliance activities annually to the Supervisory Board, whilst ethics activities are annually reported to the Supervisory Board, the Board of Directors and simultaneously to the Sustainable Development Committee.

In 2023, 24 investigations were conducted in main risk areas (Competition law, GDPR, Sanctions, AML and Consumer protection). Awareness raising was provided especially in key areas of focus (Sanctions, Competition and GDPR). Group Compliance also maintained its support tasks in priority risk areas (international sanctions law, data protection, competition law)

In 2023, there were 109 ethics reports. The 2020 decrease was most likely a result of the coronavirus, 2021 data showed similar statistics to what we have seen before the pandemic, in 2022 there was no significant change compared to the previous year, and the same trend continued in 2023.

Internal Audit

Internal Audit provides an independent and objective evaluation of financial, operational and control activities, business and functional processes executed within the whole MOL Group and reports on the adequacy of internal controls, the level of compliance with internal and external regulations directly to the Finance and Risk Management Committee, Audit Committee and Supervisory Board following the acknowledgement of the audit reports by the MC and the CEC.

There are no restrictions placed upon the focus and scope of internal audit’s work, the scope of the Internal Audit function within MOL Group covers all operations including any activities and subsidiaries controlled by MOL Group. The Director of the Group Internal Audit and OD&CG unit is responsible for determining the scope of internal audit reports.

The main focus of Internal Audit is to review business and functional processes executed within the whole MOL Group, and to identify, understand, test and evaluate associated controls to ensure that identified risks are mitigated in the most favorable cost-benefit ratio from a business perspective.

Internal Audit applies standard risk assessment principles when evaluating the inherent risk of processes and residual risk derived from control weaknesses. The applied MOL Group internal audit risk assessment principles were approved by the Finance and Risk Management Committee and the Audit Committee.

Internal Audit operates under an audit plan approved by the Supervisory Board and pre-agreed with the Finance and Risk Management Committee and Audit Committee at the end of the year for the next one. If there is a request to modify the approved annual audit plan during the year or to conduct an extra audit not listed in the audit plan, the C-CEO has the authority to approve any mid-year modifications to the annual audit plan.

To provide the independence of the Internal Audit and Compliance function the Director of Group Internal Audit and OD&CG is accountable to the Finance and Risk Management Committee, Audit Committee and the Supervisory Board and has direct access to their chairmen (for daily operational matters the Director reports directly to the Group Strategic Operations and Corporate Development Executive Vice President of MOL Group). The Supervisory Board shall form opinion on the appointment and recall of the Director of Group Internal Audit and OD&CG.

MOL Group Internal Audit unit shall be organized and operated according to the professional auditing and internal audit ethical standards of the Institute of Internal Auditors (IIA), the authoritative body for internationally recognized internal audit standards.

Integrated corporate risk management function

As operators in a high-risk industry MOL Group is committed to manage and maintain its risks within acceptable limits.

The aim of MOL Group Risk Management is to keep the risks of the business within acceptable levels and safeguard the resilience of its operations as well as the sustainable management of the company. For this purpose, as an integral part of our corporate governance structure, MOL Group has developed a comprehensive Enterprise Risk Management (ERM) system which focuses on the organisation’s value creation process, meaning factors critical to the success and threats related to the achievement of objectives but also occurrence of risk events causing potential impact to people, assets, environment or reputation. Within the ERM framework all significant risks throughout the whole Group are identified, assessed, evaluated, treated and monitored, covering all business and functional units, geographies as well as projects, taking into consideration multiple time horizons.

Regular risk reporting to top management bodies, including the Board of Directors with its committees provides oversight on overall the risk profile and the largest risks as well as assurance that updated responses, controls, and appropriate mitigation actions are set and followed.