19 Mar 2021

Announcement by the Board of Directors of MOL Plc. in connection with the 2021 Annual General Meeting of the Company

MOL Plc. notifies its shareholders, that  MOL Plc’ Annual General Meeting shall be held at 10.00 a.m. on 15 April , 2021 (Thursday) as follows:

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”)

                               notifies its shareholders, that  MOL Plc’ Annual General Meeting                              

shall be held at 10.00 a.m. on 15 April , 2021 (Thursday) as follows:

Having regard to the still existing extraordinary situation caused by the Coronavirus epidemic (COVID-19) and having regard to the emergency situation and to the extraordinary legal provisions applicable due to such emergency, the 2021 Annual General Meeting is not allowed to be held  in personal presence of the shareholders.

Based on the above, the Company hereby notifies its shareholders, that  – in compliance with the provisions of the Government Decree 502/2020. (XI. 16.) (hereinafter: “Decree”) – the 2021 Annual General Meeting of the Company (“AGM” or “general meeting”) shall be held as follows:

 

  1. Time, way of organizing, venue and agenda of the AGM:
    1. Time: 10.00 a.m. on 15 April , 2021 (Thursday)
    2. Way of organizing:
      As the AGM may not be held in personal presence of the Shareholders, in accordance with Section 9 (2) of the Decree, on 15 April 2021 the Board of Directors of the Company will decide on all proposals and proposed resolutions in the agenda items of the AGM instead of the Shareholders.
    3. Venue: the registered seat of MOL Plc. (H-1117 Budapest, Október huszonharmadika u. 18.).
      We hereby notify our Shareholders that the shareholders and their proxies shall not participate in the AGM (on the decision-making of the Board of Directors).
    4. Agenda:
      1. Closing the financial year 2020
        • Report of the Board of Directors on the 2020 business operation; presentation of the 2020 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 2020 IFRS parent company and consolidated financial statements presented by the Board of Directors;
        • Report of the Supervisory Board on the 2020 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 2020 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 2021 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 2020 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(s) of the Board of Directors.
      6. Election of member(s) of the Supervisory Board / Audit Committee.
      7. Advisory vote on the amended remuneration policy of the Company prepared under the provisions of Act LXVII of 2019 on Encouraging Long-Term Shareholder Engagement and amendments of further regulations for harmonization purposes
    5. 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 29, 2021 at 10.00 a.m. at the registered seat of MOL Plc. (H-1117 Budapest, Október huszonharmadika u. 18.).

  2. 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 8 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.

    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, if such proposal is delivered to the Board of Directors within eight days following the time of publication of present Announcement, the Board of Directors publishes an announcement on the amended agenda, and on the draft resolutions tabled by shareholders upon receipt of the proposal.

  3. Information regarding the way of organizing the general meeting:

    Only the members of the Board of Directors and the persons invited by the Board of Directors in compliance with its charter shall participate in the AGM (decision-making of the Board of Directors)

    The AGM shall be held via electronic devices in compliance with the charter of the Board of Directors.

  4. Shareholders of the Company have the following rights with regards to the resolutions which shall be adopted by the Board of Directors on the AGM based on the authorization provided by the Decree:
    • Within a limitation period thirty days after the publication of the resolution passed by the Board of Directors on the approval the financial statements and the distribution of profit after taxation, a group of Shareholders representing at least 1 % of the voting rights may request to convene the AGM for subsequent approval of the annual report and for decision of the distribution of profit after taxation adopted on the AGM;
    • Within a limitation period thirty days after the termination of the state of emergency, a group of shareholders representing at least 1 % of the voting rights may request to convene the AGM for subsequent approval of the resolutions adopted by the Board of Directors on the AGM, not mentioned in point a), during the period of the state of emergency.

    Rules for requesting convocation of the general meeting regarding points a) and b):

    • the shareholder’s request shall be received by MOL Plc. before the limitation period expires, because missing the deadline causes loss of rights;
    • those shareholders are entitled to the right for convocation of the general meeting who are registered in the Share Register based on the shareholders’ identification, as determined in point 5 of the present Announcement, requested and conducted in connection with the general meeting designated in the present Announcement. The provisions regarding the registration to the Share Register prior to the general meeting shall apply for the shareholders’ identification and registration to the Share Register.

    Based on the abovementioned, the Company draws the attention of the shareholders that in case they wish to exercise their right with regards to request convocation of the general meeting in order to subsequently approve the resolutions adopted by the Board of Directors on the AGM, to take due care to the shareholders’ identification and to meet the above defined deadlines.

    Information regarding exercisig shareholders’ rights:

    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.

    Exercising shareholder’s rights shall take place 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 exercising shareholder’s rights takes place via nominee , the power of attorney for the nominee 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 exercising shareholder’s rights on behalf of the shareholder 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.

    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 shareholder’s rights according to the Deposit Agreement concluded between it and the Company. Holders of DRs will be entitled to exercise their shareholder’s rights 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. 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: slawek.soltowski@bnymellon.com).

    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).

  5. Information regarding the shareholders’ identification:

    Shareholders are entitled to exercise their rights against the Company in connection with the Annual General Meeting after registration to the Share Register.

    In order to be registered in the Share Register in the course of the shareholders’ identification, the shareholders shall comply with the Articles of Association of the Company (“Articles of Association”) and the relevant laws, particularly, each shareholder shall declare whether he holds 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 6 April 2021. Based on the data resulting from the shareholder’s identification, the name of shareholders and shareholders’ proxies (nominees) intending to exercise the rights specified in point 4 of this Announcement shall be registered by the manager of the Share Register (KELER Zrt.) on 13 April 2021, and upon instruction of the Board of Directors, KELER Zrt. shall close the Share Register on 13 April 2021, and no application for registration shall be accepted until the day following the closing of the General Meeting (i.e. the adoption of resolutions by the Board of Directors on behalf of the AGM). In line with the relevant provisions of the Decree and the relevant provisions of law, only those persons may convene the general meeting whose name, based on the shareholders’ identification, is registered in the Share Register at 6.00 p.m. on two working days before the starting day of the General Meeting (the decision-making of the Board of Directors).

    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. The shareholders may inspect and obtain information in respect of their registration by phone (+36-1-483 6251 and +361 483 6289) or via e-mail (kelertesem@keler.hu) after identification. 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 starting date of the general meeting (the decision-making of the Board of Directors) does not deprive the persons registered in the Share Register of exercising their rights as shareholders they are entitled to according to point 4 of the present Announcement.

    Provisions regarding the Share Register prior to the general meeting shall apply for the shareholders’ identification and registration to the Share Register executed on the basis of the present Announcement.

  6. The present Announement is published in Hungarian and English language and the Hungarian version shall prevail.

The Board of Directors of MOL Hungarian Oil and Gas Public Limited Company