11-04-2019

Resolutions of the Annual General Meeting of MOL held on 11 April 2019

MOL Hungarian Oil and Gas Public Limited Company held its Annual General Meeting (AGM) on 11 April 2019. The AGM had a quorum as shareholders representing 40.93% 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 253,088,713 yes votes (100.00%) the electronic voting technique.

- The AGM approved with 253,088,477 yes votes (100.00%) 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 with 253,050,027 yes votes (99.98%) the 2018 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 auditor’s report with total assets of HUF 2,972,835 million and net profit of HUF 301,417 million, and the 2018 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 auditor’s report with total assets of HUF 4,611,581 million and net profit of HUF 305,678 million.

- The AGM approved with 253,094,313 yes votes (100.00%) that a total sum of HUF 107,284,482,158 shall be paid out as dividend in 2019, for the 2018 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 AGM approved with 253,092,293 yes votes (100.00%) the Corporate Governance Declaration, based on the Corporate Governance Recommendations of the Budapest Stock Exchange.

- The AGM – under Article 12.12 of the Articles of Association – acknowledges with 245,486,896 yes votes (96.99 %) the work of Board of Directors performed during the 2018 business year and granted waiver to the Board of Directors and its members under Article 12.12 of the Articles of Association.

- The AGM approved with 249,524,194 yes votes (98.59%) the election of Ernst & Young Könyvvizsgáló Kft. (1132 Budapest, Váci út 20.) to be the independent auditor of MOL Plc. for the year 2019, until the annual general meeting to be held in 2020, but until 30 April 2020 the latest.

- The AGM acknowledged with 253,084,993 yes votes (100,00%) the presentation of the Board of Directors of the Company regarding the acquisition of treasury shares following the ordinary Annual General Meeting of 2018 in accordance with Section 3:223 (4) of the Civil Code.

- The AGM approved with 238,979,273 yes votes (94,42%) the authorization of the Board of Directors of the Company for 18 months period from the date of the AGM to acquire treasury shares. 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 AGM elected with 252,727,434 yes votes (99.86%) Dr. Sándor Csányi to be a member of the Board of Directors from 30 April 2019 to 29 April 2024.

- The AGM elected with 244,248,057 yes votes (96.50%) Dr. Anthony Radev to be a member of the Board of Directors from 30 April 2019 to 29 April 2024.

- The AGM elected with 253,079,189 yes votes (99.99%) Dr. János Martonyi to be a member of the Board of Directors from 30 April 2019 to 29 April 2024.

- The AGM elected with 253,079,589 yes votes (100,00%) Mr. Talal Al Awfi to be a member of the Board of Directors from 30 April 2019 to 29 April 2024.

- The AGM elected with 252,711,493 yes votes (99.85 %) Dr. Anett Pandurics as member of the Supervisory Board from 30 April 2019 to 29 April 2024.

- The AGM elected with 253,005,893 yes votes (99.97 %) Dr. Anett Pandurics as member of the Audit Committee from 30 April 2019 to 29 April 2024.

- The AGM, following the separate approval of the holders of “A” and “B” series shares, with 244,300,075 yes votes (96.53 %) granted its approval to the Board of Directors to increase the share capital in one or more installments by not more than HUF 30,000,000,000 (i.e. thirty billion forints) i.e. up to the maximum amount of HUF 132,428,682,578 (i.e. one hundred and thirty-two billion four hundred and twenty eight million six hundred and eighty two thousand five hundred seventy eight forints) in any form and method provided by the Civil Code and to amend the Articles of Association accordingly. The authorization shall be granted for a period until 10 April 2024.

 

 

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