15 Apr 2021

RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF MOL PLC. ON BEHALF OF THE 2021 ANNUAL GENERAL MEETING CONVENED FOR 15 APRIL 2021

The Board of Directors of MOL Plc. based on the authorization granted by Section 9 (2) of the Government Decree 502/2020. (XI. 16.) and according to the Announcement of the AGM published on 19 March 2021, today adopted the following resolutions regarding all proposals and the proposed resolutions published in the agenda items of the Annual General Meeting convened for 15 April 2021

The Board of Directors (hereinafter: “Board of Directors” or “    Board”) of MOL Hungarian Oil and Gas Public Limited Company (hereinafter: “MOL Plc.” or “Company”), based on the authorization granted by Section 9 (2) of the Government Decree 502/2020. (XI. 16.) and according to the Announcement of the AGM published on 19 March 2021, today adopted the following resolutions regarding all proposals and the proposed resolutions published in the agenda items of the Annual General Meeting convened for 15 April 2021:

  1. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. approved the 2020 parent company financial statement of MOL Plc. prepared based on Section 9/A of the Hungarian Accounting Act in accordance with the International Financial Reporting Standards adopted by the European Union and the related independent auditors’ report with total assets of HUF 3,285,163 million and net income of HUF - 68,669 million.

    The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. furthermore approved the 2020 consolidated financial statement of MOL Plc. prepared based on Section 10 of the Hungarian Accounting Act, in accordance with the IFRS and the related independent auditors’ report with the total assets of HUF 5,507,312 million and net income of HUF - 51,713 million.

  2.  Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. decided a total sum of HUF 75,875,000,000 shall be paid out as dividend in 2021, for the 2020 financial year. The dividend on treasury shares will be distributed to those shareholders eligible for such dividend, in proportion to their number of shares.
  3. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. approved the Corporate Governance Declaration prepared on the basis of the Corporate Governance Recommendations of the Budapest Stock Exchange.
  4. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc., under Article 12.12 of the Articles of Association, acknowledged the work of the Board of Directors performed during the 2020 business year and granted waiver to the Board of Directors and its members under Article 12.12 of the Articles of Association.
  5. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. elected Ernst & Young Kft. (1132 Budapest, Váci út 20.) to be the independent auditor of MOL Plc. for the financial year 2021, until the annual general meeting to be held in 2022, that is by 30 April 2022 at the latest. The auditor personally responsible and appointed by Ernst & Young Kft. is János Varga (registration number: MKVK-007319), in case of his incapacity he shall be substituted by Rita Domoszlai (registration number: MKVK-007371).
  6. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. acknowledged 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.
  7. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. authorized the Board of Directors of the Company to acquire treasury shares, simultaneously setting aside resolution No. 7 of the 2020 Annual General Meeting, for a period of 18 months from the date of the present resolution. The total amount of the nominal value of the treasury shares owned by the Company at any time shall not exceed 25% of the actual share capital of the Company.
  8. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. elected JUDr. Oszkár Világi as member of the Board of Directors from 1 May 2021 to 30 April 2026.
  9. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. elected Mr. Ivan Mikloš as member of the Supervisory Board from 1 May 2021 to 30 April 2026.
  10. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. elected Mr. Márton Nagy as member of the Supervisory Board from 1 May 2021 to 30 April 2026.
  11. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. elected Mr. Péter Kaderják as member of the Supervisory Board from 1 May 2021 to 30 April 2026.
  12. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. elected Dr. Lajos Dorkota as member of the Supervisory Board from 1 July 2021 to 30 June 2026.
  13. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. elected Mr. Ivan Mikloš as member of the Audit Committee from 1 May 2021 to 30 April 2026.
  14. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc. elected Mr. Márton Nagy as member of the Audit Committee from 1 May 2021 to 30 April 2026.
  15. The Board of Directors on behalf of the 2021 Annual General Meeting of MOL Plc., on the basis of Section 3:268 (2) of Act V of 2013 on the Civil Code, approved the amended Remuneration Policy of MOL Plc. by the clarification of Point 1.4 of Article IV. and by supplementing of Point 6 of Article IV.

The Board of Directors has adopted all resolutions on the basis of the proposals published on 26 March 2021 and in accordance with them. All resolutions were adopted by a unanimous decision of the Board of Directors, with the abstention of the relevant member of the Board of Directors in case of re-election of the Board of Director, and with the abstention of each member of the Board of Directors in case of waiver regarding themselves.

The Company draws the attention of the shareholders to the fact that within a limitation period of 30 days after the termination of the state of emergency, the shareholders representing at least 1% of the voting rights may request to convene the Annual General Meeting for the subsequent approval of the following resolutions made by the Board of Directors. The right to convene the General Meeting belongs to those shareholders who are included in the share register of the Company based on the ownership correspondence indicated in the Announcement of the AGM published on 19 March 2021.

The convening of the General Meeting may be initiated for the subsequent approval of the decisions on the financial statement and the distribution of profit after taxation as indicated above, with the exception that the shareholders have the right to initiate the convening of the General Meeting within a limitation period of 30 days as from today. Failure to meet this deadline, including where the shareholder’s request is not received by the Company by the last day of the deadline, will result in loss of rights.