OREANDA-NEWS. MOL Hungarian Oil and Gas Public Limited Company held its Annual General Meeting (AGM) on 14th April 2016. The AGM had a quorum as shareholders representing 60.03% 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 48,507,133 yes votes (100%) the electronic vote collection method.

- The AGM approved with 48,507,116 yes votes (100%) the election of the keeper of the minutes, the person to authenticate 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 45,507,133 yes votes (93.82%) the 2015 consolidated financial statements of MOL Group prepared based on Section 10 of the Hungarian Accounting Act, in accordance with IFRS and the related auditor’s report with total assets of 3,928,002 million and loss attributable to equity holders of HUF 256,554 million and the annual report of MOL Plc. prepared in accordance with the Hungarian Accounting Act and the related auditor’s report with total assets of HUF 2,793,841 million, net loss for the period of HUF 190,142 million and tiedup reserve of HUF 8,494 million.

- The AGM approved with 48,507,133 yes votes (100%) to pay HUF 55 bn as a dividend in 2016 after the financial year ended 31 December 2015. The dividend on treasury shares will be distributed to those shareholders eligible for such dividend, in proportion to their number of shares. The net loss shall be transferred to retained earnings.

- The AGM approved with 40,126,637 yes votes (82.72%) the Corporate Governance Report, based on the Corporate Governance Recommendations of the Budapest Stock Exchange.

- The AGM – under Article 12.12 of the Articles of Association – approved with 34,577,716 yes votes (71.28%) the work of Board of Directors performed in the 2015 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 48,492,089 yes votes (99.97%) the election of Ernst & Young Könyvvizsgáló Kft. to be the independent auditor of MOL Plc. for the business year 2016, until the AGM closing the year but the latest until 30th April 2017 with an audit fee of HUF 71.8 million plus VAT and approved the material elements of the audit contract.

- The AGM acknowledged with 45,506,205 yes votes (93.81%) the presentation of the Board of Directors of the Company 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.

- The AGM approved with 44,518,931 yes votes (91.78%) 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 40,976,265 yes votes (84.47%) Dr. Oszkár Világi to be a member of the Board of Directors from 1 May 2016 to 30 April 2021.

- The AGM elected with 40,319,179 yes votes (83.12%) Mr. György Mosonyi as member of the Supervisory Board from 1 May 2016 to 30 April 2021.

- The AGM elected with 40,036,504 yes votes (82.54%) Dr. Norbert Szivek as independent member of the Supervisory Board to be member of the Audit Committee from 14 April 2016 to 28 April 2020.

- The AGM elected with 32,792,043 yes votes (67.60%) Mr. Ivan Mikloš as member of the Supervisory Board from 1 May 2016 to 30 April 2021.

- The AGM elected with 33,069,394 yes votes (68.17%) Mr. Ivan Mikloš as alternate member of the Audit Committee from 1 May 2016 to 30 April 2021.

- The holders of “A” series shares present at the general meeting granted their approval with 45,506,204 yes votes (93.81%) to the proposed capital decrease in compliance with Section 3:309 (5) of the Civil Code and the second paragraph of Article 12.10 of Articles of Association.

- The General Meeting decreased the Company’s share capital with 45,505,191 yes votes (93.81%) as follows

Reason of the capital decrease:
Change of capital structure (increase another element of the Company’s share capital) in order to increase the shareholders’ return.

Extent of the capital decrease:
By withdrawal of 2,090,381 pieces registered ordinary shares of the series “A” with a par value of HUF 1,000 each owned by MOL (treasury shares), decrease of the share capital with HUF 2,090,381,000 to HUF 102,428,682,578.

Method of effectuation of the capital decrease:
Decrease of the number of registered ordinary shares of the series “A” with a par value of HUF 1,000, with 2,090,381 pieces of shares owned by the Company (treasury shares). The capital decrease shall not affect the other shareholders’ shareholdings. The Annual General Meeting authorizes the Board of Directors to complete the tasks in connection with the effectuation of the capital decrease (share withdrawal), particularly the tasks defined in the Civil Code (Act V of 2013) and the Act on the company registration (Act V of 2006).

The General Meeting accordingly amended Article 7.2 of the Articles of Association, the amendment will become effective in case of fulfillment of the conditions of the capital decrease.

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