28 Apr 2022

Resolutions of the Annual General Meeting of MOL Plc. held on 28 April 2022

MOL Hungarian Oil and Gas Public Limited Company held its Annual General Meeting (AGM) on 28 April 2022. The AGM had a quorum as shareholders representing 55.51% of the shares entitled to vote appeared at the AGM. The AGM adopted the following resolutions (the resolutions will be submitted to the Court of Registry following the completion of the Minutes within 30 days after the AGM).

- The AGM approved with 442,843,363 yes votes (99.93%) the electronic voting technique.

- The AGM approved with 442,843,363 yes votes (99.93%) the election of the keeper of the Minutes, the authenticator of the Minutes and the counters of the votes in line with the proposal of the Chairman of the Annual General Meeting.

- The AGM approved the following resolution with 442,843,363 yes votes (99.93%):

The General Meeting approves the 2021 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 as adopted by the European Union (IFRS) and the related independent auditors’ report with total assets of HUF 4,307,963 million and net income of HUF 411,242 million.

The General Meeting furthermore approves the 2021 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 total assets of HUF 6,494,259 million and net income of HUF 549,591 million.

- The AGM approved the following resolution with 442,843,363 yes votes (99.93%):

The General Meeting decides that a total sum of HUF 241,933,958,400 shall be paid out as dividend in 2022, for the 2021 financial year. The dividend on treasury shares will be distributed to those shareholders eligible for such dividend, in proportion to their number of shares. The net profit shall be transferred to retained earnings.

- The AGM approved the following resolution with 442,841,343 yes votes (99.93%):

The General Meeting approves the Corporate Governance Declaration, based on the Corporate Governance Recommendations of the Budapest Stock Exchange.

- The AGM approved the following resolution with 442,841,343 yes votes (99.93%):

The General Meeting – under Article 12.12 of the Articles of Association – acknowledges the work of the Board of Directors performed during the 2021 business year and grants waiver to the Board of Directors and its members under Article 12.12 of the Articles of Association.

- The AGM approved the following resolution with 442,838,964 yes votes (99.92%):

The General Meeting acknowledges the Board of Directors’ presentation regarding the acquisition of treasury shares following the ordinary Annual General Meeting of 2021 in accordance with Section 3:223 (4) of the Civil Code.

- The AGM approved the following resolution with 439,201,156 yes votes (99.10%):

The General Meeting authorizes the Board of Directors of the Company to acquire treasury shares – simultaneously setting aside Resolution No. 7 of the Annual General Meeting of 2021 – pursuant to the following terms and conditions:

  • Mode of acquisition of treasury shares: with or without consideration, either on the stock exchange or through public offer or on the OTC market if not prohibited by legal regulations, including but not limited to acquiring shares by exercising rights ensured by financial instruments for acquiring treasury shares (eg.: call right, exchange right etc.).

  • The authorization empowers the Board of Directors to acquire any type of shares issued by the Company with any par value.

  • The amount (number) of shares that can be acquired: the total amount of nominal value of treasury shares owned by the Company at any time may not exceed 25 % of the actual share capital of the Company.

  • The period of validity of the authorization: from the date of the resolution made by the General Meeting for an 18 months period.

If the acquisition of the treasury shares is in return for a consideration, the minimum amount which can be paid for one piece of share is HUF 1, while the maximum amount cannot exceed 150 % of the highest of the following prices:

  1. the highest price of the deals concluded with MOL shares on the Budapest Stock Exchange (”BÉT”) on the date of the transaction or
  2. the highest daily volume weighted average price of MOL shares on any of the 90 BÉT trading days prior to the date of the transaction or
  3. the volume-weighted average price of MOL shares during 90 BÉT trading days prior to

    1. - the date of signing the agreement for acquiring the treasury shares (particularly purchase agreement, call option agreement or other collateral agreement), or
    2. - the date of acquisition of financial instruments ensuring rights to acquire treasury shares or
    3. - the date of exercising option rights, pre-emption rights; rights ensured by collateral or by financial instruments for acquiring treasury shares or

    1. - the closing price of MOL shares on the BÉT on the trading day which falls immediately prior to
    2. - the date of signing the agreement for acquiring the treasury shares (particularly purchase agreement, call option agreement or other collateral agreement), or
    3. - the date of acquisition of financial instruments ensuring rights to acquire treasury shares or

the date of exercising option rights, preemption rights; rights ensured by collateral or by financial instruments for acquiring treasury shares.

- The AGM approved the following resolution with 403,109,932 yes votes (90.96%):

The General Meeting elects Mr. József Molnár as member of the Board of Directors from 1 June 2022 to 31 May 2027.

- The AGM approved the following resolution with 400,097,969 yes votes (90.28%):

The General Meeting elects Mr. Norbert Izer as member of the Supervisory Board from 15 July 2022 to 14 July 2027.

- The AGM approved the following resolution with 400,095,590 yes votes (90.28%):

The General Meeting elects Mr. Norbert Izer as member of the Audit Committee from 15 July 2022 to 14 July 2027.

- The AGM approved the following resolution with 401,444,120 yes votes (90.58%):

The General Meeting elects Dr. Sándor Puskás, Mr. András Tóth, Mr. Bálint Kis and Mr. Kálmán Serfőző as employee representatives in the Supervisory Board of the Company from 1 June 2022 to 31 May 2027.

- The AGM approved the following resolution with 439,201,156 yes votes (99.10%):

The General Meeting on the basis of Section 3:268 (3) of Act V of 2013 on the Civil Code, approves the remuneration report prepared under the provisions of Act LXVII of 2019 on Encouraging Long-Term Shareholder Engagement and amendments of further regulations for harmonization purposes.

- The AGM approved the following resolution with 439,201,156 yes votes (99.10%):

The General Meeting, on the basis of Section 3:268 (2) of Act V of 2013 on the Civil Code, approves the amended Remuneration Policy of MOL Plc.

The AGM documents are available on MOL Group’s web site http://molgroup.info/en/.