OREANDA-NEWS. Board of Directors hereby convenes general meeting the following agenda:
  1. Closing the 2015 business year:
  • Report of the Board of Directors on the 2015 business operation; presentation of the parent company financial statements prepared in compliance with the Hungarian Accounting Act and the generally accepted accounting principles in Hungary and the consolidated financial statements prepared in compliance with International Financial Reporting Standards as adopted by the European Union (“IFRS”); proposal on the use of profit after taxation.
  • Auditor’s report on the 2015 financial statements presented by the Board of Directors.
  • Report of the Supervisory Board on the 2015 financial statements and on the proposal for the distribution of profit after taxation, and its opinion on the Board of Directors’ proposals to be submitted to the general meeting.
  • Decision on the approval of the 2015 consolidated financial statements prepared in compliance with International Financial Reporting Standards (IFRS) and the parent company financial statements prepared in accordance with the Hungarian Accounting Act, the use of profit after taxation and the amount of dividend.
  • Approval of the corporate governance declaration.
  1. Waiver to be granted to the Board of Directors and its members according to Article 12.12 of the Articles of Association.
  1. Election of the statutory auditor for the 2016 financial year and determination of its remuneration as well as the material elements of its engagement.
  1. The Board of Directors’ presentation regarding the acquisition of treasury shares following the ordinary annual general meeting of 2015 in accordance with Section 3:223 (4) of the Civil Code. Authorization of the Board of Directors to acquire treasury shares in accordance with Section 3:223 (1) of the Civil Code.
  1. Election of member of the Board of Directors.
  1. Election of member of the Supervisory Board and the Audit Committee.

In case the general meeting does not have a quorum at the announced date and time, the Board of Directors hereby convenes the repeated general meeting with the same agenda on April 26, 2016 at 10.00 a.m. at Budapest Music Center . In accordance with Section 3:275 (1) of the Act V of 2013 on the Civil Code, such reconvened general meeting shall have a quorum with respect to issues originally put on the agenda, irrespective of the number of the shareholders present or represented.

The proposals and the draft resolutions related to the agenda items shall be published on the Company’s website (http://molgroup.info/en/investor-relations/annual-general-meeting) at least 21 days before the starting date of the general meeting. Following the publication these documents are also available at the Share-register Office of KELER Zrt. on any workday between 09.00 a.m. and 03.00 p.m., or such proposals and draft resolutions may be personally taken over at the venue of the general meeting on April 14, 2016 during the registration process.

The right to request additional items for the agenda of the general meeting may be exercised by such shareholders controlling at least one per cent of the votes within eight days following the publication of the announcement on convening the general meeting. In accordance with the provisions of the Civil Code, where a group of shareholders together controlling at least one per cent of the votes propose certain additions to the agenda in accordance with the provisions on setting the items of the agenda, or table draft resolutions for items included or to be included on the agenda, the matter proposed shall be construed to have been placed on the agenda if such proposal is delivered to the Board of Directors within eight days following the time of publication of present announcement for the convocation of the general meeting, and the Board of Directors publishes an announcement on the amended agenda, and on the draft resolutions tabled by shareholders upon receipt of the proposal.

Conditions for participation and exercising voting rights at the general meeting:

In order to be registered in the Share Register in the course of the shareholders’ identification, shareholders must comply with the Articles of Association of the Company and the relevant laws. The record date of the shareholders’ identification shall be April 5, 2016. Based on the data resulting from the shareholder’s identification the name of shareholders and shareholders’ proxies (nominees) intending to participate in the general meeting shall be registered by the manager of the Share Register (KELER Zrt.) on April 12, 2016, and upon instruction of the Board of Directors, KELER Zrt. shall close the Share Register on April 12, 2016, and no application for registration shall be accepted until the day following the closing of the general meeting. In line with the relevant provisions of law, only those persons may excercise shareholder’s rights at the general meeting (participation in the general meeting, requesting information within the limits specified in the relevant laws, making remarks and proposals and voting) whose name is registered in the Share Register at 06.00 p.m. two working days before the starting day of the general meeting.

The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. The securities account managers shall provide information to the shareholders on the deadlines for giving instructions to the securities account managers.

The Company shall not be liable for the performance of or the failure to perform the instructions given to the securities account manager. Shareholders may inspect and obtain information in respect of their registration by phone (+36-1-483 6251) or personally at the Share-register Office of KELER Zrt. (address: H-1074 Budapest, R?k?czi ?t 70-72., R-70 Irodah?z) on any workday between 09.00 a.m. and 03.00 p.m. Closing the Share Register does not restrict the right of the persons registered in the Share Register to transfer their shares following the closing date. Transferring shares prior to the general meeting does not deprive the persons registered in the Share Register of their rights to participate in the general meeting and exercise their rights they are entitled to as shareholders.

The general meeting shall have a quorum if the holders of shares representing more than one-third of the voting rights are present. When determining the quorum, restrictions specified under Articles 10.1 and 10.2 of the Articles of Association shall be applied so that votes exceeding the 10% limit to which each shareholder is entitled shall be disregarded. Holders of registered ordinary shares shall be entitled to one (1) vote attaching to each „A” series share with a par value of HUF 1,000 (i.e. one thousand forint) each subject to the restrictions specified in the Articles of Association. The “B” series preference share entitles its holder to one (1) vote in addition to the voting preference rights defined in the Articles of Associations.

Shareholders shall be entitled to participate in the general meeting either in person or through a proxy issued or by nominee (hereinafter collectively referred to as “nominee”) in accordance with the provisions of the Civil Code and Act CXX of 2001 on the Capital Market.

In case shareholders wish to give a power of attorney in an official form (“proxy card”) as defined in Article 13.6 of the Articles of Association, they shall submit such request to the Investor Relations Department of MOL Plc until April 13, 2016 at the latest in writing or e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it.. The request shall contain the exact name and address (mailing or e-mail address) of the shareholder where the form (proxy card) should be delivered to.

The power of attorney for the nominee (including the power of attorney issued by a proxy card) shall be prepared in the form of a public document or a private document with full probative force taking into account any international agreement or reciprocity between Hungary (the Hungarian State) and the country where the document was issued. If the power of attorney is prepared in any language other than Hungarian a certified Hungarian translation thereof shall be attached. In case of shareholders other than natural persons, powers of representations of the persons signing the power of attorney or representing the shareholder at the general meeting shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation thereof shall be attached.

The power of attorney (with the exception of the power of attorney issued by a proxy card) shall be deposited in accordance with Article 14.3 of the Articles of Association, at the latest during registration prior to the commencement of the general meeting. The power of attorney given by a proxy card shall arrive to the address of the Company (1117 Budapest, Okt?ber huszonharmadika u. 18.) by April 13, 2016 at the latest.

In case of holders of depository receipts (“DRs”) issued under a foreign law, The Bank of New York Mellon, as the issuer of such DRs, shall be entitled to exercise rights of representation according to the Deposit Agreement concluded between it and the Company. Holders of DRs will be entitled to exercise their voting rights by a Letter of Proxy issued in favor of The Bank of New York Mellon as depositary, in accordance with the Articles of Association of MOL, the Deposit Agreement and applicable laws and based on the draft resolutions sent by the Board of Directors of MOL Plc to the DR holders via The Bank of New York Mellon. We request DR holders to obtain information on the detailed rules of procedure at the customer service of the Bank of New York Mellon (101 Barclay Street, 22 West New York, NY 10286, Tel: 00 1 212 815 3503, Fax: 00 1 212 571 3050, email: This email address is being protected from spambots. You need JavaScript enabled to view it.).