MOL Group to purchase ownership stake in Alteo Plc.

MOL Plc. (“MOL”) hereby notifies market participants on the following:

MOL RES Investments Ltd. (“MOL RES”, the company name is under registration, the former name of the company was CEGE Ltd.) a company that is solely owned and controlled by MOL signed a shareholders agreement and agreement to act in concert with Főnix Private Equity Fund, managed by Diófa Asset Management and Riverland Private Equity Fund, managed by Indotek-Investments Zrt. after the end of the trading session of the Budapest Stock Exchange on 16 December 2022. The intention of the above-mentioned parties acting in concert is to acquire a majority stake and joint control in Alteo Plc. (“Alteo”).

Alteo is a publicly listed Hungarian company with a diverse portfolio of 69 MW renewable energy generation capacity composed of mainly wind and solar power plants, in addition conventional power and heat production is also a significant contributor in Alteo’s business mix. Furthermore, Alteo provides operation and maintenance services for industrial power plants, it is active in energy trading, waste management and e-mobility.

This acquisition would enable MOL Group to increase its footprint in green power generation and trading in line with its 2030 strategy ambitions.

Additionally, the parties acting in concert have taken the following steps in order to acquire the majority stake and joint control in Alteo on 16 December 2022:

1. Each party acting in concert separately signed a share sale and purchase agreement with Wallis Asset Management Zrt. (“Wallis AM”), the majority shareholder in Alteo, individually purchasing an equity stake of 3.330% of the total shares in Alteo, altogether jointly representing 9.990% of the total shares. The agreed purchase price according to the share sale and purchase agreement amounts to HUF 2,872 per share. The closing of this transaction is to take place shortly after the execution of the share sale and purchase agreement.

2. Targeting the acquisition of 61.557% of shares currently owned by Wallis AM in Alteo, the parties acting in concert subsequently also signed an additional share sale and purchase agreement with Wallis AM to purchase 51.567% of the total shares outstanding that will be acquired in equal proportion by the parties acting in concert. The agreed purchase price under such share sale and purchase agreement amounts to HUF 2,872 per share.

3. MOL RES, as the offeror designated by the parties acting in concert in accordance with the Capital Markets Act placed a mandatory public takeover offer in line with the following key terms:
   1. the mandatory public takeover bid is issued for all shares in Alteo.
   2. the offered purchase price of the mandatory public takeover bid amounts to HUF 3,040 per share.

The shares acquired in the mandatory public takeover offer will be distributed in equal proportion between the parties acting in concert.

The details of the mandatory public offer (link) and the operating plan (link) can be downloaded from MOL’s website (documents available in Hungarian).

Equilor Investment Ltd. acts as the investment advisor during the mandatory public offer process.

The completion of Step 2 and Step 3 are subject to obtaining approvals from the National Bank of Hungary in relation to the mandatory public offer, and the Hungarian Energy and Public Utility Regulatory Authority as well as the Competition Authority.