The Board of Directors of MOL Hungarian Oil and Gas Public Limited Company (Október huszonharmadika u. 18., Budapest, Hungary H-1117) invites the Shareholders of the Company
to attend its Annual General Meeting (AGM) to be held at 12.00 at 29th April, 1999
Venue of the AGM: Magyar Tudományos Akadémia Kongresszusi Terem (Országház u. 28. Budapest, H-1014)
Proposed agenda for the AGM:
- Report of the Board of Directors on the results of the 1998 business year
- Report of the auditor of the 1998 consolidated and unconsolidated financial statements
- Report of the Supervisory Board on the 1998 consolidated and unconsolidated financial statements
- Approval of the 1998 consolidated and unconsolidated financial statements and the dividend proposal
- Proposal on the enforcement of the 17th resolution approved by the Extraordinary General Meeting held on 24th February 1999
- Appointment of the Auditor, decision on the auditor`s remuneration
- Report on the purchase of MOL shares on the basis of the Resolution 7 approved by the AGM held on April 1998
- Personnel issues: election of new Supervisory Board members
If the AGM fails to have a quorum, then the Board of Directors will convene a repeated AGM for the same day (i.e. 29th April 1998) at 13.00 hours for the same venue. This repeated AGM will have a quorum for issues listed on the original agenda irrespective of the number of shareholder present.
Detailed documents related to the agenda items of the AGM will be available from 15th April 1999 at MOL Registrar` s Office (H-1117 Budapest, Október huszonharmadika u. 14.) during office hours (Mondays, Wednesdays, Thursdays: 08.00-14.00, Tuesdays 08.00-18.00, Fridays 08.00-13.00) and they can also be requested to be sent by mail by request, from the same address, and will also be distributed at the venue of the AGM at the time of registration.
Unconsolidated balance sheet figures of MOL Rt. as of 31 December 1998, according to HAR (unaudited)
Assets (HUF 000`s)
Liabilities (HUF 000`s)
||Total liabilities and shareholders` equity:
Consolidated balance sheet figures of MOL Group as of 31 December 1998, according to HAR (unaudited)
||Total liabilities and shareholders` equity:
Key profit figures of MOL and MOL Group in 1998, according to HAR (unaudited)
(Data in HUF 000`s)
MOL Rt. (unconsolidated)
MOL Group (consolidated)
|Net sales revenues
|Profit before taxation
|Profit after taxation
Conditions to participate and exercise voting rights at the AGM:
Each Shareholder shall have the right to participate at the AGM personally or through a proxy authorised. The proxy letter shall be (either) a public document or a private document with full power of evidence, both issued for the name of the proxy. If such proxy letter has been issued abroad (either in Hungarian or in any foreign language), then such letter shall be signed by the shareholder in front of a public notary, and it shall bear a so-called apostille (countersignature by the public notary or the consul). The proxy letter can be valid for the time of the AGM or just for a limited period but no longer than 12 month. The proxy letter shall be presented at the registration, prior to the commencement of the AGM. Only Shareholders who have been registered in the Share Register by as latest the 8th working day prior to the date of the AGM (29th April 1999) shall be entitled to exercise their voting rights. The Company shall close the Share Register at 13.00 hour on the 16th of April 1999, and no further registration shall be made to the Share Register until the 30th April 1999. In case of deposited shares, the depository shall be noticed by the shareholder to arrange such registration in the Share Register without attention that they had been earlier registered in it. If the depository fails to perform such obligation, the Company shall not be liable for the consequences of such failure. Each shareholder may check whether his registration has been properly done for all its shares during working hours in MOL Registrar`s Office.
Right to participate (including through proxy) will be checked at the venue on the spot between 09.00 - 11.45 hours. We call the kind attention of our shareholders that if their "A" shares (per value of HUF 10,000 registered shares or priority bearer shares) have not been converted to registered shares with a par value of HUF 1.000 by the said date (i.e. 16th April 1999) these shareholders will not be entitled to participate and to exercise their voting rights at the AGM in respect of such shares.
We also call the kind attention of our shareholders to turn up in time , because, though we will do our best efforts, we cannot guarantee to allow for late arrivals due to the expected large number of shareholders showing up at the AGM. The Board of Directors cannot accept responsibility for consequences of late arrivals.
Holders and owners of GDRs shall be entitled to exercise their voting rights through a proxy given by them in favour of the Bank of New York, as the depository, pro rata of their respective GDR interest, therefore GDR owners are requested to contact Bank of New York (101 Barclay Street, New York, N. Y. 10286). GDR owners shall first verify that they fully meet the requirements applying to the ownership limitations in the Articles of Association. Resolutions of the AGM will be sent to the GDR owners through the Bank of New York.
MOL Hungarian Oil and Gas Public Limited Company The Board of Directors
This is to certify that the above letter is true and authentic translation of the Hungarian version of the Invitation to the Annual General Meeting dated 29th April 1999 attested by dr. Balázs Orosz legal counsel.