17 Apr 2020

Announcement of MOL Plc. regarding the Annual General Meeting based on Government Decree 102/2020. (IV. 10.)

Budapest, 17 April 2020

ANNOUNCEMENT

of 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), Company registry no.: 01-10-041683, hereinafter: “Company”)

regarding the Annual General Meeting

 based on Government Decree 102/2020. (IV. 10.)

In its announcement published on 30 March 2020, the Company convened the Annual General Meeting for 30 April 2020 notifying the Shareholders about the developments related to Coronavirus (COVID-19), in particular laws that will be adopted and measures that will be introduced by the Government and the competent authorities in connection with the epidemic, which are likely to affect the holding of the Annual General Meeting and the conditions of arrangement written in the announcement, which will be communicated to the Shareholders on the Company’s homepage.

In view of the above, the Company notifies its shareholders that the Government Decree 102/2020. (IV. 10.) (hereinafter: “Decree”) was published on 10 April 2020, based on which the Annual General Meeting (AGM) convened for 30 April 2020 will be held as follows:

1.  Since the extraordinary situation caused by the Coronavirus epidemic (COVID-19) still exists and having regard to the publicly available information, the Company hereby still sees no possibility to hold its AGM in the usual way, in personal presence.

As the AGM may not be held in personal presence of the Shareholders as it was defined in the announcement (“Invitation”) published on 30 March 2020, in accordance with Section 9 (2) of the Decree, on 30 April 2020 the Board of the Directors of the Company will decide on all proposals and proposed resolutions in the agenda items of the AGM instead of the Shareholders.

The venue of the AGM (i.e. the decision making of the Board of Directors) is the registered seat of MOL Plc. (H-1117 Budapest, Október huszonharmadika u. 18.).

We hereby notify our Shareholders that no event will be held on 30 April 2020 by the Company at the place (Budapest Music Center) indicated in the Invitation and that the shareholders and their proxies shall not participate in the AGM (on the decision-making of the Board of Directors).

2. The proposals and the draft resolutions related to the agenda items were published on the Company’s website (https://molgroup.info/en/investor-relations/annual-general-meeting#nav-documents) on 8 April 2020.

3.   Please note that the shareholders’ identification and closing the Share Register prior to the general meeting will take place in compliance with the rules and deadlines defined in the Invitation and repeated in point 5 of the present Announcement. Shareholders are still entitled to exercise their rights against the Company in connection with the AGM after registration to the Share Register.

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:

a)    Until 31 May 2020, 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;

b)   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 Invitation and 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.

5.   Information regarding the shareholders’ identification:

The conditions for the shareholders’ identification, as the basis of the Exercising Shareholder’s rights, in compliance with the Rules published in the Invitation:

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 21 April 2020. 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 28 April 2020, and upon instruction of the Board of Directors, KELER Zrt. shall close the Share Register on 28 April 2020, 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 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.   This Announcement shall be considered to be an Announcement defined in Section 9 (2) of the Government Decree 102/2020. (IV. 10.)and the provisions set out in this Announcement shall be considered to be the modification of the Invitation. This 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