Annual General Meeting 2018

Budapest, March 12, 2018

MOL Hungarian Oil and Gas Public Limited Company

(seat: Budapest H-1117, Október huszonharmadika u. 18.,
court of registration: Company Registry Court of Budapest-Capital Regional Court (Budapest),
Registration no.: 01-10-041683, hereinafter: “Company”)

convenes its Annual General Meeting
at 10.00 a.m. on April 12, 2018 (Thursday)

in the Budapest Music Center
(H-1093 Budapest, IX. district, Mátyás street 8.)
Way of organizing the general meeting: participation in person

 

The Board of Directors hereby convenes the general meeting with the following agenda:

1. Closing the 2017 business year:

- Report of the Board of Directors on the 2017 business operation; presentation of the 2017 parent company financial statements and the consolidated financial statements prepared in compliance with International Financial Reporting Standards as adopted by the European Union (“IFRS”); proposal for the distribution of profit after taxation;
- Auditor’s reports on the 2017 IFRS parent company and consolidated financial statements presented by the Board of Directors;
- Report of the Supervisory Board on the 2017 financial statements and on the proposal for the distribution of profit after taxation, and its opinion on the Board of Directors’ proposals to be submitted to the ordinary annual general meeting;
- Decision on the approval of the 2017 IFRS parent company and consolidated financial statements;
- Decision on the distribution of profit after taxation and the amount of dividend;
- Approval of the corporate governance declaration.

2. Waiver to be granted to the Board of Directors and its members according to Article 12.12 of the Articles of Association.

3. Election of the statutory auditor for the 2018 financial year and determination of its remuneration as well as the material elements of its engagement.

4. The Board of Directors’ presentation regarding the acquisition of treasury shares following the ordinary annual general meeting of 2017 in accordance with Section 3:223 (4) of the Civil Code. Authorization of the Board of Directors to acquire treasury shares in accordance with Section 3:223 (1) of the Civil Code.

5. Election of member of the Board of Directors.

6. Election of member of the Supervisory Board.

In case the general meeting does not have a quorum at the announced date and time, the Board of Directors hereby convenes the repeated general meeting with the same agenda on April 26, 2018 at 10.00 a.m. at Budapest Music Center (H-1093 Budapest, IX. district, Mátyás street 8.). In accordance with Section 3:275 (1) of the Act V of 2013 on the Civil Code (“Civil Code”), such reconvened general meeting shall have a quorum with respect to issues originally put on the agenda, irrespective of the number of the shareholders present or represented.

The proposals and the draft resolutions related to the agenda items shall be published on the Company’s website (http://molgroup.info/en/investor-relations/annual-general-meeting) at least 21 days before the starting date of the general meeting. Following the publication these documents are also available at the customer service of KELER Zrt. (address: H-1074 Budapest, Rákóczi út 70-72., R-70 Irodaház) on any workday between 09.00 a.m. and 03.00 p.m., or such proposals and draft resolutions may be personally taken over at the venue of the general meeting on April 12, 2018 during the registration process.

The right to request additional items for the agenda of the general meeting may be exercised by such shareholders controlling at least one per cent of the votes within eight days following the publication of the announcement on convening the general meeting. In accordance with the provisions of the Civil Code, where a group of shareholders together controlling at least one per cent of the votes 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 present announcement for the convocation of the general meeting, and the Board of Directors publishes an announcement on the amended agenda, and on the draft resolutions tabled by shareholders upon receipt of the proposal.

Conditions for participation and exercising voting rights at the general meeting:

In order to be registered in the Share Register in the course of the shareholders’ identification, shareholders must comply with the Articles of Association of the Company (“Articles of Association”) and the relevant laws, particularly, each shareholder shall declare whether he holds at least 2 % of the Company’s shares in accordance with Article 8.6 of the Articles of Association. According to Article 8.4 the Board of Directors shall refuse the registration of any shareholder into the share register if such shareholder fails to comply with the requirements specified by the Articles of Association.

The record date of the shareholders’ identification shall be April 3, 2018. Based on the data resulting from the shareholder’s identification the name of shareholders and shareholders’ proxies (nominees) intending to participate in the general meeting shall be registered by the manager of the Share Register (KELER Zrt.) on April 10, 2018, and upon instruction of the Board of Directors, KELER Zrt. shall close the Share Register on April 10, 2018, and no application for registration shall be accepted until the day following the closing of the general meeting. In line with the relevant provisions of law, only those persons may exercise shareholder’s rights at the general meeting (participation in the general meeting, requesting information within the limits specified in the relevant laws, making remarks and proposals and voting) whose name is registered in the Share Register at 06.00 p.m. two working days before the starting day of the general meeting.

The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. The securities account managers shall provide information to the shareholders on the deadlines for giving instructions to the securities account managers.

The Company shall not be liable for the performance of or the failure to perform the instructions given to the securities account manager. Shareholders may inspect and obtain information in respect of their registration by phone (+36-1-483 6251) or personally at the customer service of KELER Zrt. (address: H-1074 Budapest, Rákóczi út 70-72., R-70 Irodaház) on any workday between 09.00 a.m. and 03.00 p.m. Closing the Share Register does not restrict the right of the persons registered in the Share Register to transfer their shares following the closing date. Transferring shares prior to the general meeting does not deprive the persons registered in the Share Register of their rights to participate in the general meeting and exercise their rights they are entitled to as shareholders.

The general meeting shall have a quorum if the holders of shares representing more than one-third of the voting rights are present. When determining the quorum, restrictions specified under Articles 10.1 and 10.2 of the Articles of Association shall be applied so that votes exceeding the 10% limit to which each shareholder is entitled shall be disregarded. Holders of registered ordinary shares shall be entitled to one (1) vote attaching to each „A” series share with a par value of HUF 125 (i.e. one hundred and twenty-five Hungarian forints) each subject to the restrictions specified in the Articles of Association. The “B” series preference share with a par value of HUF 1000 (i.e. one thousand Hungarian forints) entitles its holder to eight (8) vote in addition to the voting preference rights defined in the Articles of Associations.

Shareholders shall be entitled to participate in the general meeting either in person or through a proxy issued or by nominee (hereinafter collectively referred to as “nominee”) in accordance with the provisions of the Civil Code and Act CXX of 2001 on the Capital Market.

In case shareholders wish to give a power of attorney in an official form (“proxy card”) as defined in Article 13.6 of the Articles of Association, they shall submit such request to the Investor Relations Department of MOL Plc until April 11, 2018 at the latest in writing (mailing address: 1117 Budapest, Október huszonharmadika u. 18.) or e-mail (This email address is being protected from spambots. You need JavaScript enabled to view it.). The request shall contain the exact name and address (mailing or e-mail address) of the shareholder where the form (proxy card) should be delivered to.

The power of attorney for the nominee (including the power of attorney issued by a proxy card) shall be prepared in the form of a public document or a private document with full probative force taking into account any international agreement or reciprocity between Hungary (the Hungarian State) and the country where the document was issued. If the power of attorney is prepared in any language other than Hungarian a certified Hungarian translation thereof shall be attached. In case of shareholders other than natural persons, powers of representations of the persons signing the power of attorney or representing the shareholder at the general meeting shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation thereof shall be attached.

The power of attorney (with the exception of the power of attorney issued by a proxy card) shall be deposited in accordance with Article 14.3 of the Articles of Association, at the latest during registration prior to the commencement of the general meeting. The power of attorney given by a proxy card shall arrive to the address of the Company (1117 Budapest, Október huszonharmadika u. 18.) by April 11, 2018 at the latest.

In case of holders of depository receipts (“DRs”) issued under a foreign law, The Bank of New York Mellon, as the issuer of such DRs, shall be entitled to exercise rights of representation according to the Deposit Agreement concluded between it and the Company. Holders of DRs will be entitled to exercise their voting rights by a Letter of Proxy issued in favor of The Bank of New York Mellon as depositary, in accordance with the Articles of Association of MOL, the Deposit Agreement and applicable laws and based on the draft resolutions sent by the Board of Directors of MOL Plc to the DR holders via The Bank of New York Mellon. We request DR holders to obtain information on the detailed rules of procedure at the customer service of the Bank of New York Mellon (101 Barclay Street, 22 West New York, NY 10286, Tel: 00 1 212 815 3503, Fax: 00 1 212 571 3050, email: This email address is being protected from spambots. You need JavaScript enabled to view it.).

MOL Investors Relations Department will be pleased to be at your disposal for further information, as well (phone: +361 464 1395, fax: +361 464 1335).

The registration i.e. the certification of the right to participate as shareholder (nominee) will take place at the venue of the general meeting between 8.00 a.m. and 9.30 a.m.

We kindly request our shareholders to apply for registration on time. Following the closing of the registration, shareholders and nominees not listed in the attendance list, but registered in the share register, are entitled to participate in the general meeting, however, such shareholders may not exercise their voting rights. The shareholders whose voting right is suspended according to Article 8.6. of the Articles of Association are also entitled to participate in the general meeting, however, such shareholders may not exercise their voting rights.

Pursuant to the Articles of Association no shareholder or shareholder group (as defined under Article 10.1.2. of the Articles of Association) may exercise more than 10% of the voting rights at the general meeting with the exception of the organization(s) acting at the Company's request as depositary or custodian for the Company's shares or securities representing the Company's shares. Exemption from this restriction on voting rights shall be applicable to any depositary bank or custodian only if it can verify that the final beneficiary(s) entitled to exercise the shareholders rights associated with the shares and securities in deposit is (are) not subject to the restrictions specified in the Articles of Association.

Information regarding the procedure of the general meeting:

Shareholders, proxies of the shareholders and other authorized persons may participate in the general meeting. Audio and video recordings shall be made on the whole general meeting and we maintain the right to broadcast the general meeting via the internet. The Company deems that the participants, by their presence, give their consent to such recordings. Shareholders and proxies of shareholders who does not give their above mentioned consent, may stay at the designated place of the general meeting. Shareholders, proxies of the shareholders and other authorized persons are entitled to comment on the agenda only after the chairman of the general meeting (hereinafter referred to as: the Chairman) has given the floor to that person. Comments can be made validly only with the use of microphone, only comments made such way shall be recorded in the minutes. Shareholders and proxies of shareholders wishing to comment are requested to announce their name, the name of the shareholder represented by them, and the number of the voting machine before each comment. The Chairman may, in justified cases, limit the time period of the comments relating to the agenda items up to 3 minutes. With regard to the comments, only questions in connection with the agenda item may be asked. Questions, lawfully referred by shareholders towards the Board of Directors, the Supervisory Board and to the independent Audit Company, will be answered in the general meeting - within the legal framework - by the Chairman or by the appointed person or regarding the complexity of the question within reasonable time, in writing , published on the website of the Company.

The language of the general meeting shall be Hungarian, therefore the resolution proposals shall be made in Hungarian as well. The Board of Directors shall provide non-official English-Hungarian and Hungarian-English interpretations. With regard to the procedure of the general meeting the provisions of the Articles of Association of the Company and the Act V of 2013 on the Civil Code shall be applied.

This announcement on convocation of the general meeting is published in Hungarian and English. The Hungarian version shall be deemed as the official text of this announcement.

The Board of Directors of

MOL Hungarian Oil and Gas Public Limited Company

  Name Size
Éves rendes közgyűlés MOL Plc Annual General Meeting 2018 Proposals 2.64 MB
Éves rendes közgyűlés Board of Directors’ proposal for dividends 190 KB
Private individual shareholders

1. Conditions for private person in case of personal participation:

1.1 Registering the shareholder into the Share Register is essential. The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. If you are not sure that your account manager initiates the share registration automatically, please instruct it in writing to do so. The record date of the shareholders’ identification shall be 3 April 2018. The securities account managers shall provide information to the shareholders about the deadlines for giving instructions to the securities account manager.

1.2 Every shareholder shall declare whether he/she owns at least 2% of the Company’s shares.

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.”

  • The personal data (name, address) shall correspond to the data given by the depositary (securities account manager) to the share register in the course of the shareholders’ identification.
  • The declaration shall be sent to the Investor Relations Department of MOL (address: 1117 Budapest, Október huszonharmadika u. 18.)
  • Filling out the so-called “2% declaration” is a condition to be registered into the share register; moreover the shareholder’s voting right may be suspended if the shareholder fails to comply with or performs incorrectly the obligations specified in Article 8.6. of the Articles of Association.
  • The compliance with the above-mentioned obligation to declare for MOL Plc. as defined in the Articles of Association of MOL Plc. does not affect the reporting and announcing obligations of the shareholders under the legal regulations applicable to the acquisition of influence.

1.3 Personal registration at the AGM

The shareholder shall arrive to the registration in time and shall prove its identity with personal identification document containing a photo and the permanent address (e.g. permanent address card and ID card, driving licence or passport etc.). These documents shall also certify the data of the shareholder that were registered in the share register.

Registration: between 8.00 a.m. and 09.30 a.m. on 12 April 2018

2. Conditions for private person in case of participation through proxy:

2.1 Registering the shareholder into the Share Register is essential. The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. If you are not sure that your account manager initiates the share registration automatically, please instruct it in writing to do so. The record date of the shareholders’ identification shall be 3 April 2018. The securities account managers shall provide information to the shareholders about the deadlines for giving instructions to the securities account manager.

2.2 Every shareholder shall declare whether he/she owns at least 2% of the Company’s shares.

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.”

  • The personal data (name, address) shall correspond to the data given by the depositary (securities account manager) to the share register in the course of the shareholders’ identification.
  • The declaration shall be sent to the Investor Relations Department of MOL (address: 1117 Budapest, Október huszonharmadika u. 18.)
  • Filling out the so-called “2% declaration” is a condition to be registered into the share register; moreover the shareholder’s voting right may be suspended if the shareholder fails to comply with or performs incorrectly the obligations specified in Article 8.6. of the Articles of Association.
  • The compliance with the above-mentioned obligation to declare for MOL Plc. as defined in the Articles of Association of MOL Plc. does not affect the reporting and announcing obligations of the shareholders under the legal regulations applicable to the acquisition of influence.

2.3 Formal and other requirements of the power of attorney

  • Essential requirements regarding the power of attorney are that it shall be valid for one General Meeting or for a defined period not longer than 12 months and shall be prepared in the form of a public document or a private document with full probative force.
  • In case the issuer of the proxy (the authorizer) is a private person, and the proxy was issued in Hungary, it is enough to have the document certified by two witnesses or by a public notary.
  • If the power of attorney is issued abroad (outside of Hungary) the international agreements or reciprocity between Hungary and the country where the document was made shall be taken into account (e.g. the power of attorney shall be certified by the Foreign Representation Authority of Hungary or it shall be signed in front of a public notary and attested with an Apostille.)
  • If the power of attorney is in any language other than Hungarian, a certified Hungarian translation shall be attached.
  • In case the proxy is a legal entity the name of the private person acting on behalf of such legal entity shall be included in the power of attorney, unless such private person has individual power of representation to act on behalf of the legal entity, in which case this power of representation of such private person representing the legal entity shall be certified at the general meeting by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation shall be attached.
  • At the following link you can find the Power of Attorney samples recommended by MOL.

2.4 Registration of the proxy at the AGM

  • The proxy shall arrive to the registration in time and shall prove its identity with appropriate official identity documents. The original power of attorney described in the previous paragraph shall also be presented at the AGM.

Registration: between 8.00 a.m. and 09.30 a.m. on 12 April 2018

3. Conditions for private person in case of participation through of official proxy-card:

3.1 Registering the shareholder into the Share Register is essential. The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. If you are not sure that your account manager initiates the share registration automatically, please instruct it in writing to do so. The record date of the shareholders’ identification shall be 3 April 2018. The securities account managers shall provide information to the shareholders about the deadlines for giving instructions to the securities account manager.

3.2 Every shareholder shall declare whether he/she owns at least 2% of the Company’s shares.

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.”

  • The personal data (name, address) shall correspond to the data given by the depositary (securities account manager) to the share register in the course of the shareholders’ identification.
  • The declaration shall be sent to the Investor Relations Department of MOL (address: 1117 Budapest, Október huszonharmadika u. 18.)
  • Filling out the so-called “2% declaration” is a condition to be registered into the share register; moreover the shareholder’s voting right may be suspended if the shareholder fails to comply with or performs incorrectly the obligations specified in Article 8.6. of the Articles of Association.
  • The compliance with the above-mentioned obligation to declare for MOL Plc. as defined in the Articles of Association of MOL Plc. does not affect the reporting and announcing obligations of the shareholders under the legal regulations applicable to the acquisition of influence.

3.33.3 If you would like to give a power of attorney in an official proxy-card form, you shall submit such request to the Investor Relations Department of MOL Plc. in writing (mailing address: 1117 Budapest, Október huszonharmadika u. 18.) or via e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it. by 11 April 2018 at the latest. The request shall contain the exact name and address (mailing or e-mail address) of the shareholder where the form (proxy card) should be delivered to. When the shareholder receive the proxy-card she/he should fill it out as follows:

  • the first part shall contain the personal data of the shareholder (name, address). The personal data (name, address) shall correspond to the data given by the depositary (securities account manager) to the share register in the course of the shareholders’ identification.
  • the next part is the proxy’s personal data. You may appoint the person delegated by MOL for this role or you may appoint any other person as a proxy. If you would like to appoint any other person, you should cross out the persons proposed by the Company and insert your preferred person’s name, address and ID Number. In that case the proxy card should be sent to your preferred representative after making sure that she/he is ready to undertake your representation.
  • then please indicate with an X how you wish to vote in the case of each proposal (For/Against/Abstain). If the Letter of Proxy does not include instructions on voting in respect of certain issues, the proxy shall vote in line with the proposals of the Board of Directors of the Company.
  • at the end you should fill out the date and signature section and sign the document.
  • the proxy-card shall be prepared in the form of a public document or a private document with full probative force taking into account any international agreement or reciprocity between Hungary (the Hungarian State) and the country where the document was issued.
  • In case the issuer of the proxy (the authorizer) is private person, and the proxy was issued in Hungary, it is enough to have the document certified by two witnesses or by a public notary.
  • If the power of attorney is issued abroad (outside of Hungary) the relevant provisions of international agreements or the reciprocity between Hungary and the country where the document was made shall be taken into account (e.g. the power of attorney shall be certified by the Foreign Representation Authority of Hungary or it shall be signed in front of a public notary and attested with an Apostille.)
  • In case the proxy is a legal entity the name of the private person acting on behalf of such legal entity shall be included in the power of attorney, unless such private person has individual power of representation to act on behalf of the legal entity, in which case this power of representation of such private person representing the legal entity shall be certified at the general meeting by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation shall be attached.

The signed proxy card shall be delivered to the Investor Relations Department of MOL Plc. (mailing address: 1117 Budapest, Október huszonharmadika u. 18.) by 11 April 2018 at the latest.

4. Conditions for legal entity in case of participation by legal representative or by proxy:

4.1 Registering the shareholder into the Share Register is essential. The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. If you are not sure that your account manager initiates the share registration automatically, please instruct it in writing to do so. The record date of the shareholders’ identification shall be 3 April 2018. The securities account managers shall provide information to the shareholders about the deadlines for giving instructions to the securities account manager.

4.2 Every shareholder shall declare whether he/she owns at least 2% of the Company’s shares.

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.”

  • An authorized signature is needed for the declaration.
  • The shareholder’s data (company name, address) shall correspond to the data given by the depositary (securities account manager) to the share register in the course of the shareholders’ identification.
  • The declaration shall be sent to the Investor Relations Department of MOL (address: 1117 Budapest, Október huszonharmadika u. 18.)
  • Filling out the so-called “2% declaration” is a condition to be registered into the share register; moreover the shareholder’s voting right may be suspended if the shareholder fails to comply with or performs incorrectly the obligations specified in Article 8.6. of the Articles of Association.
  • The compliance with the above-mentioned obligation to declare for MOL Plc. as defined in the Articles of Association of MOL Plc. does not affect the reporting and announcing obligations of the shareholders under the legal regulations applicable to the acquisition of influence.

4.3 Formal and other requirements of the power of attorney

  • In case the shareholder is a legal entity the private person representing such legal entity shall arrive to the registration with a duly signed power of attorney authorizing him/her. Power of attorney is not necessary if the person is entitled to individually represent such legal entity. In both cases, the power of representations of the persons signing the power of attorney or the person representing the legal entity at the general meeting shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary.
  • Essential requirements regarding the power of attorney are that it shall be valid for one General Meeting or for a defined period not longer than 12 months and shall be prepared in the form of a public document or a private document with full probative force.
  • If the power of attorney is issued abroad (outside of Hungary) the international agreements or reciprocity between Hungary and the country where the document was made shall be taken into account (e.g. the power of attorney shall be certified by the Foreign Representation Authority of Hungary or it shall be signed in front of a public notary and attested with an Apostille.)
  • If the power of attorney is in any language other than Hungarian a certified Hungarian translation shall be attached.
  • In case the proxy is a legal entity the name of the private person acting on behalf of such legal entity shall be included in the power of attorney, unless such private person has individual power of representation to act on behalf of the legal entity, in which case this power of representation of such private person representing the legal entity shall be certified at the general meeting by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation shall be attached.
  • At the following link you can find the Power of Attorney samples recommended by MOL.

4.4 Registration of representative/proxy at the AGM

  • The proxy/shareholder shall arrive to the registration in time and shall prove its identity with appropriate official identity documents. The original power of attorney described the previous paragraph shall also be presented at the AGM.

Registration: between 8.00 a.m. and 09.30 a.m. on 12 April 2018

5. Conditions for legal entity in case of participation via official proxy-card:

5.1 Registering the shareholder into the Share Register is essential. The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. If you are not sure that your account manager initiates the share registration automatically, please instruct it in writing to do so. The record date of the shareholders’ identification shall be 3 April 2018. The securities account managers shall provide information to the shareholders about the deadlines for giving instructions to the securities account manager.

5.2 If you would like to give a power of attorney in an official proxy-card form, you shall submit such request to the Investor Relations Department of MOL Plc. in writing (mailing address: 1117 Budapest, Október huszonharmadika u. 18.) or via e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it. by 11 April 2018 at the latest. The request shall contain the exact name and address (mailing or e-mail address) of the shareholder where the form (proxy card) should be delivered to. When the shareholder receive the proxy-card she/he should fill it out as follows:

  • the first part shall contain the data of the shareholder (company name, registered seat, the name of the authorized person(s) signing the proxy). These data shall correspond to the data given by the depositary (securities account manager) to the share register in the course of the shareholders’ identification.
  • the next part is the proxy’s personal data. You may appoint the person delegated by MOL for this role or you may appoint any other person as a proxy. If you would like to appoint any other person, you should cross out the persons proposed by the Company and insert your preferred person’s name, address and ID Number. In that case the proxy card should be sent to your preferred representative after making sure that she/he is ready to undertake your representation.
  • then please indicate with an X how you wish to vote in the case of each proposal (For/Against/Abstain). If the Letter of Proxy does not include instructions on voting in respect of certain issues, the proxy shall vote in line with the proposals of the Board of Directors of the Company.
  • at the end you should fill out the date and signature section and it shall be duly signed by authorized persons.
  • The power of representations of the persons signing the proxy card shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation shall be attached.
  • If the proxy-card is issued abroad (outside of Hungary) the international agreements or reciprocity between Hungary and the country where the document was made shall be taken into account (e.g. the power of attorney shall be certified by the Foreign Representation Authority of Hungary or it shall be signed in front of a public notary and attested with an Apostille.)

The signed proxy-card shall be delivered to the Investor Relations Department of MOL Plc. (mailing address: 1117 Budapest, Október huszonharmadika u. 18.) by 11 April 2018 at the latest.

5.3 Every shareholder shall declare whether he/she owns at least 2% of the Company’s shares.

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.”

  • In case the shareholder is a legal entity, authorized signature is needed for the declaration.
  • The shareholder’s data (company name, registered address) shall correspond to the data given by the depositary (securities account manager) to the share register in the course of the shareholders’ identification.
  • The declaration shall be sent to the Investor Relations Department of MOL (address: 1117 Budapest, Október huszonharmadika u. 18.)
  • Filling out the so-called “2% declaration” is a condition to be registered into the share register; moreover the shareholder’s voting right may be suspended if the shareholder fails to comply with or performs incorrectly the obligations specified in Article 8.6. of the Articles of Association.
  • The compliance with the above-mentioned obligation to declare for MOL Plc. as defined in the Articles of Association of MOL Plc. does not affect the reporting and announcing obligations of the shareholders under the legal regulations applicable to the acquisition of influence.

6. Conditions for participation through Nominee

6.1 Registering into the Share Register is needed also for voting through Nominee, and the share registration is initiated by the Nominee according to the shareholder’s instruction in compliance with the agreement between the shareholder and the Nominee. The record date of the shareholders’ identification shall be 3 April 2018.

6.2 Every shareholder - shareholders behind a Nominee as well - shall declare whether he/she owns at least 2% of the Company’s shares

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.”

  • In case the shareholder is a legal entity, authorized signature is needed for the declaration.
  • The declaration shall be sent to the Investor Relations Department of MOL (address: 1117 Budapest, Október huszonharmadika u. 18.)
  • Filling out the so-called “2% declaration” is a condition to be registered into the share register; moreover the shareholder’s voting right may be suspended if the shareholder fails to comply with or performs incorrectly the obligations specified in Article 8.6. of the Articles of Association.
  • The compliance with the above-mentioned obligation to declare for MOL Plc. as defined in the Articles of Association of MOL Plc. does not affect the reporting and announcing obligations of the shareholders under the legal regulations applicable to the acquisition of influence.

6.3 Separate power of attorney for the General Meeting issued by the shareholder is not necessary, because the Nominee may be registered directly into the share register.

6.4 Formal and other requirements of the power of attorney issued by the Nominee

  • The authorised person representing the Nominee shall arrive to the registration with a duly signed power of attorney authorizing him/her. Power of attorney is not necessary if the person is entitled to individually represent the Nominee. In both cases, the power of representations of the person(s) signing the power of attorney or the person representing the legal entity shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary.
  • Essential requirements regarding the power of attorney are that it shall be valid for one General Meeting or for a defined period not longer than 12 months and shall be prepared in the form of a public document or a private document with full probative force.
  • If the power of attorney is issued abroad (outside of Hungary) the international agreements or reciprocity between Hungary and the country where the document was made shall be taken into account (e.g. the power of attorney shall be certified by the Foreign Representation Authority of Hungary or it shall be signed in front of a public notary and attested with an Apostille.)
  • If the power of attorney is in any language other than Hungarian a certified Hungarian translation shall be attached.
  • In case the proxy is a legal entity the name of the private person acting on behalf of such legal entity shall be included in the power of attorney, unless such private person has individual power of representation to act on behalf of the legal entity, in which case this power of representation of such private person representing the legal entity shall be certified at the general meeting by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation shall be attached.
  • At the following link you can find the Power of Attorney samples recommended by MOL.

6.5 Registration of representative at the AGM

  • The proxy shall arrive to the registration in time and shall prove its identity with appropriate official identity documents. The original power of attorney described in the previous paragraph shall also be presented at the AGM.

Registration: between 8.00 a.m. and 09.30 a.m. on 12 April 2018

  Name Size
Annual General meeting Resolutions of the Annual General Meeting of MOL held on 12th April 2018 204,7 kB
Annual General meeting MOL Plc Annual General Meeting 2018 Proposals 2.64 MB
Annual General meeting MOL Plc 2017 Consolidated Financial Statement Before AGM 1.45 MB
Annual General meeting MOL Plc 2017 Parent Company Financial Statement Before AGM 1.38 MB
Annual General meeting Declaration on 2% ownership 293 kB

Unlike the previous years, in 2013 the event will be held in the Budapest Music Center.

Address: Budapest IX. Mátyás Street 8.

Arrival by car

The venue can be reached via Közraktár Street arriving from the direction of Petőfi bridge. You should turn right one street earlier in Czuczor street (as the Matyas street is one-way street toward Közraktár street). After entering the Czuczor street within 50 meters on the left side there is an underground parking facility (400 HUF/hour) without time limit, or you may park outside (440 HUF/hour) whit 3 hours parking limit.

Arrival by public transport

The nearest underground station is “Kálvin square”,situated on Metro Line 3 (blue line). From there the AGM venue (Matyas street 8.) is a cca. 10-minute walk via Ráday Street.

Alternatively you should use Tram 2 until Fővám square and from there the AGM venue is only 5-minute walk.

Authorisation samples

  Name Size
Annual General meeting Hungarian Authorisation sample for private entity 34 kB
Annual General meeting English Authorisation sample for private entity 40 kB
Annual General meeting Hungarian Authorisation sample for legal entity 29 kB
Annual General meeting English Authorisation sample for legal entity 40 kB

Proxy Card

  Name Size
Annual General meeting Proxy card – Hungarian 372 kB
Annual General meeting Proxy Card – English/Hungarian 532 kB